Doctor Whooves Episode 23: Hour of the Doctor
by The 1597 Faceless Writer
Summary: The end is here. The players are in place. Both the Doctor and Discord Whooves are ready for the endgame. Big changes and great sacrifices await as the war with Discord Whooves reaches its devastating conclusion.
1. Prologue: The Anniversary

Doctor Whooves: Episode 23

Hour of the Doctor

Prologue: The Anniversary

 _ **The Doctor Donna Jones, Oort Cloud, Solar System, Space, Winter, 6018 A.D.**_

Jenny stared out into the vast void of space as she calmly coordinated the _Doctor Donna Jones_ through the endless ocean of icy comets and dark asteroids. The calming, starry reaches of the Milky Way slashed through the center of the wondrous view. Suddenly, Jenny's attention was drawn away from the view by the smell of something she had grown all too familiar with over the course of the past five years.

"Do I detect banana nut muffins?" Jenny asked with a smirk.

"Wow. You've gotten good at this!" said Bright Eyes in reply as she placed a tray of banana nut muffins in the empty seat next to Jenny.

"I've had enough muffins by this point to recognize the different scents." Jenny happily took one of the muffins. "Besides, I should _at least_ be able to recognize the scent of my favorite kind." She took a bite and smiled with delight. "But what's the occasion? You normally only make my favorite on my birthday, on a holiday, or something."

"But today _is_ a holiday...sorta. It's the five year anniversary of when we first met."

"Of course. I almost forgot."

Bright Eyes sighed. "I can't believe it's already been five years."

Jenny chuckled. "Yeah. Neither can I. Time sure flies when you're busy exploring the universe." Bright Eyes sighed again and Jenny glanced at her friend. "What's wrong?"

"Nothing. Just thinking about my friends."

Jenny gave a warm smile. She was used to seeing Bright Eyes occasionally drift off into moments of thought and worry pertaining to the friends she was so anxious to return to. "Chin up, Muffin Head! You're going to get back to your friends." Jenny placed a hand on one of Bright Eyes's shoulders. "You're not giving up, are you?"

Bright Eyes shook her head. "No. I just miss them more and more with each passing year."

"I understand. And I'm guessing you miss Clockwork the most."

Bright Eyes gave a confused look. "Why would you guess that?"

Jenny chuckled and smiled at the confused pegasus. "You talk in your sleep."

"I do?!" Bright Eyes's cheeks turned bright red.

Jenny laughed. "Don't worry. You never say anything bad. It usually involves you just saying Clockwork's name over and over again."

Bright Eyes blushed a bit more. "I _do_ miss him."

"I know." Jenny looked out at the Oort Cloud. "I miss my dad too." She turned back to Bright Eyes. "Hopefully, your friends managed to find my dad and they're all together."

"That would be nice."

Jenny noticed that Bright Eyes had pulled her shirt forward and was staring at something on her chest. "I thought we talked about this enough," said Jenny.

"What?" asked Bright Eyes.

"You're staring at that scar again."

"Oh." Bright Eyes slowly released the shirt and sat back. "Sorry. There's just-"

"A lot of bad memories connected to it, I know. It reminds you of the last time you saw Clockwork and the rest of your friends, I know. But it's best not to keep dwelling on it."

"I try not to dwell on it...but it's hard."

"I understand. I still sometimes think back to when I died and my dad left me. Then I came back...but it was too late." Jenny shook her head. "But that's why we're together, Bright Eyes. We have the same goal: find the Doctor." Bright Eyes gave a small smile. Jenny smiled back. "Now eat a muffin and enjoy the view!"

Bright Eyes looked through the ship's front window. "It does look nice."

Jenny nodded in agreement as she scarfed the rest of her muffin down.

The two friends sat in silence as they simply watched the comets and asteroids fly by while finishing off Bright Eyes's latest muffin batch.

Bright Eyes had just finished her seventh muffin when her eyes fell on a nearby letter. It was addressed to Jenny. "A letter? When did you get _that_?" she asked.

"I didn't tell you about it?" Jenny asked in response. "I got it while we were visiting Earth. I believe we were in Cardiff, if I remember correctly."

"I remember that. So who's it from, if you don't mind me asking?"

"It's from River. She was congratulating me for finally getting myself a surname."

"How did she find out about that?"

"This is River Song we're talking about. Are you really surprised?"

Bright Eyes shook her head. "No. Not really." Bright Eyes glanced at the letter and then turned back to Jenny. "Jenny Medicus. That's quite a name."

"Well I'm quite a person."

The two friends laughed.

"I don't think you ever told me why you chose that name," said Bright Eyes.

"I don't think you ever asked," Jenny said back.

"Well we were pretty busy at the time."

"Oh yeah. I almost forgot. Those ghost vikings put up quite a fight."

"I still have the scar on my rump from that spear!"

"As do I."

They shared another long laugh.

"So why _did_ you pick that for a last name?" Bright Eyes asked. "It doesn't even sound English."

"That's because it _isn't_ English, Muffin Head," Jenny replied. "It's Latin. It means _doctor_."

"Oh! I see what you did there!"

Jenny chuckled. "Yeah. I figured that's the best name change I could do to link myself with my dad. It's not like I know his real name or anything."

"I wonder what it is. Do you think he'll ever tell someone?"

"River knows."

"She _does_?!"

"Yep. She told me about it. Didn't tell me what it was or how she got him to tell her."

"She must have done something really important."

"Yep."

"Do you want to know his real name?"

"It would be nice to know my dad's real name; but I'll admit that, most of the time, I think some things are better off being kept secrets."

Bright Eyes looked at the letter again. "Like why River never simply takes us to the Doctor with her vortex manipulator?"

"We've been over this before, Bright Eyes. River's said that we'll find who we're looking for at the right time."

"But when that happens is what bothers me."

Suddenly, the spaceship's radio roared to life with loud static emanating from the speakers.

"What the hay is going on?!" asked Bright Eyes as she covered her ears.

"I don't know!" Jenny replied as she examined the radio. "I think...I think somebody's trying to call us!" Jenny listened to the static carefully. "This doesn't sound like ordinary static. It sounds like somebody's trying to reach out to us from beyond this universe!"

Bright Eyes's eyes opened wide. "Are you serious?!"

"I'm at least fifty-three percent sure!" Jenny began to work with the radio's settings. "Let's try to make some contact." Jenny messed with the controls for a couple minutes until it finally started to clear up.

Just then, a female voice began to echo from the radio. "Hello? Hello? This is Oswin Oswald. Hello?" the voice called.

"Ah! Hello! Finally made some contact! Excellent!" Jenny exclaimed. "Oswin Oswald, was it?"

"Yes! Who are you?"

"I'm Jenny Medicus!" Static roared on the radio. "Damn! This connection's bad! We don't have a lot of time!"

"Who are you?! What do you want?!"

"Hi! We're looking for the Doctor!" Bright Eyes stated as she butted into the conversation.

"The Doctor?!" asked two new female voices and a male voice in the background.

"Wait a second," said Oswin Oswald. The sound of fingers snapping echoed through the radio. "Derpy?! Is that you?!"

"No. My name's Bright Eyes," Bright Eyes replied. Bright Eyes and Jenny then looked at each other. "Wait." Bright Eyes leaned in closer to the radio. "How do you know Derpy?! Where's the Doctor?! We need to find the Doctor!"

Jenny noticed that some of the information on the spaceship's screens was acting up. "I think I'm getting something!" she exclaimed. She then looked ahead through the window and froze. "Wait a moment...what is _that_?!"

Bright Eyes looked through the window as well to see a massive dimensional rift right in front of them. "It's a dimensional rift!" Bright Eyes cried as the _Doctor Donna Jones_ flew towards the tear in reality. "Hold on, Jenny!"

"What the hell is going on?!" asked Oswin Oswald.

"Oswin! Look out!" screamed one of the female voices in the background.

The connection cut off there as the _Doctor Donna Jones_ flew straight into the rift.

Jenny and Bright Eyes held on for dear life as the ship was flung around like a toy in a backpack. They turned to each other. Jenny grabbed Bright Eyes's forehooves and held them tightly. They closed their eyes and focused on who they wanted to find as they waited for the violent ride to end.

 _Clockwork. Colgate. Matilda. Daring Do. Doctor. Clockwork. Colgate. Matilda. Daring Do. Doctor_ , Bright Eyes thought.

 _Dad. Dad. Dad. Dad. Doctor_ , thought Jenny as the sound of a sonic device reached her ears.


	2. Loved Ones

Chapter 1: Loved Ones

 _ **?**_

The two Princess Lunas fought as hard as they could to move against the forces pulling on them. They felt _so_ close to their destination and yet so terribly far away. The human Luna could see her counterpart begin to fall back. She reached towards her only for her ghostly hand to phase through alicorn Luna's hoof.

"Come on! We're so close!" cried Luna the human. "We can't give up now."

"Maybe...maybe I deserve this," mumbled Luna the alicorn.

Human Luna's eyes widened. "No. Don't you go there."

"After all I did. Maybe I deserve this fate."

Human Luna felt a powerful emotion rise up within her. She couldn't tell exactly what it was. Anger? Sadness? Guilt? Determination? Annoyance? She wasn't sure. Almost acting upon a command beyond her own, she reached towards her pony duplicate with all her might and, to her shock, grabbed hold of one of her dangling hooves. She pulled her counterpart in close and stared straight into her eyes. "It's about time you stopped beating yourself up about all that. Focus on what's happening now and what you can do from now on. You're not in the past. You're in the present. Your sister and your nation need you, Luna. Don't give up. They haven't given up on you."

"How do you know? You haven't been in my world that long."

"Trust me. If the ponies of your Equestria are anything like the people of my Equestria, then you don't have to worry about being accepted and forgiven." Human Luna tightened her grip as she began pushing herself and her counterpart in the direction of their freedom. Her entire body began to glow with a bright mixture of silver and gold. "Hold on. You haven't seen your final night yet."

 _ **Canterlot Castle, Canterlot, Equestria, Gaia, Winter, 1002 C.E.**_

"Your majesty?" Celestia heard a familiar voice asked as she regained consciousness. Several parts of her body ached terribly and she could feel bandages wrapped all over her. As her vision cleared, she saw that she was lying on a towel in the middle of the destroyed hall that once kept the Elements of Harmony safe. Scorch marks lined the walls and the windows were completely shattered. Standing next to her was a pair of Cybermen. "Don't freak out, Princess. We're friends."

Celestia felt relaxed at the sound of Rainbow Dash's voice. "Right. The _other_ Rainbow Dash and Applejack," she stated. She slowly began to sit up. Applejack placed a caring metallic hand up against her back.

"Careful now," Applejack said. "Ya took quite a beating from the looks of things."

"My sister," Celestia mumbled as she slowly stood up. "That monster...I need to find my sister. I need to see if she is truly..."

"Your majesty, it's best if you stay still for a little bit. Your injuries-"

Celestia's face contorted into a threatening glare. Her pupils flashed with fire for a second and her waving mane and tail froze in place. "Now is _not_ the time to make me stay still. My injuries are of no concern to me right now. All that matters right is now that I find my sister. Do you understand?"

Applejack and Rainbow Dash glanced at each other before turning back to Celestia and nodding quickly. They had the feeling that if they made a wrong move then this Celestia would tear them to pieces like a mother bear protecting her cub.

Celestia gave a polite nod and a small smile before making her way towards the exit. Applejack and Rainbow Dash awkwardly followed close behind.

* * *

Celestia didn't know what to expect as she reached the room where she had last parted ways with her sister. A part of her wanted to hide away and never see what horrors potentially lay within. Most of her, however, knew that she had to see what had become of Luna and her human counterpart. She needed to see if Black Sun had truly destroyed her sister.

The doors to the next chamber opened with a loud groan. The strong scent of blood hit Celestia's nostrils like a brick wall. "Oh no," she breathed as she took a step through the threshold. "Please no."

The room was filled with smoke from the previous battle. A silver rapier could be seen lying on the ground a few feet away. Celestia was too weak to blow the smoke away with a spell. She could only walk blindly into the chamber and follow the terrifying smell of fresh blood. It didn't take long for one of her hooves to bump into something.

Celestia looked down. She could feel her hoof brushing against something dirty and cold. She tried her best to wave the smoke away. As the smoke cleared, the true horror came into view.

She wanted to scream. She wanted to fall down and sob like a banshee. But her legs would not let her fall. Her face would not let her cry. She had completely frozen in place. In front of her lay the mangled bodies of her little sister and her dimensional duplicate. Their heads were smashed together like they were unmatching pieces in a jigsaw puzzle. Cracks and cuts spread out from the spot where her sister's horn was driven into the other Luna's skull. A small pool of blood was starting to spread out from under their bodies.

Applejack and Rainbow Dash approached the scene and found themselves equally speechless. They couldn't find the right words to say or how to say them. Sorrow for Celestia? Shock at the horror? They couldn't decide what to act upon first.

Celestia slowly knelt down to the floor. Her entire body felt like it was made of pudding. She grabbed one of her sister's lifeless hooves and held it against her chest. Tears began rolling down her face. "I'm sorry, Luna," she choked. "I'm sorry that I was unable to save you." She began shaking her head. "It's not fair. You didn't deserve any of this. I should be the one that's dead. You've had such a sad life...and most of it was my doing. I was never angry with you for what happened all those centuries ago. I mourned for you...but I was never angry with you. I was angry at myself. For all I did to you. For all the pain I both intentionally and unintentionally plagued upon you. I-"

Rainbow Dash suddenly stepped forward and placed a hand on Celestia's shoulder. "You majesty, sorry to interrupt your speech and all that but...do you think we should step back?" she asked.

Celestia looked up and noticed that the heads of the two Lunas were now glowing bright blue. The puddle of blood was now spiraling back into the cuts and cracks like tiny tornados. Their eyes were open and glowing pure white. Their hair whipped back and forth like forces from beyond were pulling them. Celestia could only watch as the two bodies levitated into the air and were surrounded by a bright pulsating light. A sound similar to that of several large bells ringing permeated through the room. A shockwave suddenly spread out and pushed Celestia, Applejack, and Rainbow Dash back a foot or so.

"What in tarnation?!" gasped Applejack as the light faded away. The alicorn and the two Cybermen watched as the figures of Princess Luna the alicorn and Princess Luna the human descended back to the floor, landing perfectly on their feet.

The two Lunas opened their eyes and took in large, loud breaths before tumbling forward. "Luna?!" gasped Celestia as she ran towards her sister. Applejack and Rainbow Dash ran to the other Luna's aid.

Luna the alicorn looked up just in time to see her big sister sitting right in front of her, holding her face tightly in her forehooves. "Celestia?" Luna asked with a smile.

Celestia pulled Luna in for a big hug. Throughout the hug, she couldn't stop herself from presenting her confused delight with the whole situation. "You're alive! How?! Thank goodness! But how?! I thought I lost you! Don't do that again! HOW?!"

"Being very persistent not to die," replied the the human Luna as she carefully massaged the spot on her head which has previously been impaled by her counterpart's horn.

"It was mostly her," explained Luna the alicorn. "I...I was weak. I almost gave in and let go."

Human Luna shook her head. "Don't talk like that. I would have never been able to get us back without you."

"Your heads were _literally_ jammed together," stated Rainbow Dash. "How the heck did you overcome _that_?!"

"Does it matter?" Celestia asked with a tearful smile. "They're back! That's all that matters!" Celestia then proceeded to tightly hug her little sister once again.

Human Luna turned to Applejack and Rainbow Dash. "I have my own theory on the matter but I'll save it for a better time. Right now, I need to know about what happened to Black Sun. What's the status with the Elements of Harmony?" she asked.

"I was able to fend off Black Sun for a short amount of time and the Doctor was able to obtain the Elements of Harmony. Where they are now...I don't know," Celestia replied.

Human Luna scratched her chin. "I see. Then I suggest we move out immediately."

"Where to?" asked alicorn Luna.

"Manehattan. It'll be better to be around the core of our troops." Human Luna approached a nearby window. "And from the looks of things, most of Canterlot has been cleared of all civilians." She walked over to her fallen rapier and picked it up. "We need to go. Now."

"There is a remaining jet bus we can use," Applejack informed.

Human Luna nodded. "That'll work just fine." She turned to the reunited sisters. "Come on. You can continue your reunion on the way to Manehattan."

Celestia and Luna stood up together and nodded simultaneously at human Luna. Applejack and Rainbow Dash headed off in the direction of the jet bus with Celestia and the two Lunas close behind.

 _ **Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

"YOUR _DAUGHTER_?!" several voices rang out in disbelief.

The Doctor didn't respond. He could only take in slow, deep breaths as he walked towards his daughter. Jenny lowered her gun before approaching her ponified father at a similar pace.

Father and daughter stopped a mere foot from each other. Their eyes locked onto each other and refused to look anywhere else. Wide smiles appeared on their faces and they broke out into a fit of giddy laughter. They then grabbed each other in a tight, loving hug.

"It's you!" the Doctor exclaimed with joy. He caressed one of his hooves against the side of her face and the resonance of their shared home universe coursed through his nerves. "It's really you!" They were still laughing when the hug ended. "But how?!"

Jenny punched one of the Doctor's shoulders, her smile never faltering. "You didn't wait long enough to see me regenerate, idiot!" she replied. She looked past the Doctor and locked eyes with Donna. "Donna!"

Donna rushed forward and hugged Jenny. "I can't believe it's really you!" Donna said.

"Well here I am. In the flesh," Jenny replied.

Suddenly, Jenny and Bright Eyes's ship vibrated slightly. "Blast through this thing already!" the angry voice of Discord Whooves echoed through the metal.

"I think we should save the hugs and the questions until _after_ we've found a way to escape from Discord Whooves and his Cybermen," Matilda insisted.

"Quite right," the Doctor agreed as he turned between Matilda and Jenny. "Jenny, that ship of yours wouldn't happen to be able to drill through earth, would it?"

Jenny rolled her eyes. "A spaceship drilling through earth?" she asked in response. " _Please_ , Dad. Why would you even _consider_ me not equipping my ship with an ability like that?"

The Doctor's smile returned, bigger than ever. "That's my girl!"

"Everypony aboard!" Bright Eyes called as she raced back onto the ship with Clockwork following close behind.

"You don't have to tell me twice!" exclaimed Rainbow Dash as she flew onto the ship.

The large group of people and ponies wasted no time in boarding the ship, which surprisingly had enough room for all of them. Jenny raced to the controls and had the doors close and lock. The ship was still shaking from the attacks coming from Discord Whooves's soldiers as Jenny worked the controls.

"Everybody, hang onto something! This is gonna be bumpy!" Jenny informed as he pulled a nearby lever.

Everyone and everypony held on as a drill appeared on the front tip of the ship. It began spinning rapidly as the ship pushed forward. Jenny reached over and pressed a huge green button. A loud roar shook the cabin as the ship smashed upward into the earth surrounding the underground complex. The sounds of Discord Whooves's shouts and Cybermen blasts faded away as the _Doctor Donna Jones_ raced towards the surface.

 _ **The TARDIS, Main Grounds, Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Flash leaned against the TARDIS console. It had been quite an amount of time since the Doctor, Twi, and the others had left on their rescue mission. Everyone else had remained deathly quiet for some time. Not even Spike, as worried as he was, was making any noises. Everything was caught in an uncomfortably still silence.

 _BOOM_! Flash and the others jumped in place as the sound from outside reached their eardrums.

"What the heck was that?!" Spike asked.

"I'll check," said Flash before walking towards the doors.

"Flash, wait!" called Fluttershy.

Flash wasn't listening. He wasted no time in grabbing the TARDIS doors and pulling them open. He was met with a large cloud of dust and the outline of what appeared to be a spaceship protruding from the earth several yards away. Before he could react, the sound of the sonic screwdriver permeated the air. The air outside the TARDIS sparkled slightly and a gust of wind blew through the threshold.

Suddenly, Flash caught sight of a large group of outlines moving towards him. He was ready to close the doors but relaxed when he saw the Doctor and Twi come into view alongside many familiar faces and a few who Flash did not recognize.

"Inside, Flash!" Twi ordered as she pushed Flash back into the control room.

"Hurry! Inside! Inside!" ordered Twilight as she ran in.

"Did you get everything?!" Bright Eyes asked Jenny as she ran into the TARDIS next to Clockwork.

Jenny presented a black backpack to Bright Eyes and winked. "Everything important," she responded.

Pinkie Pie and Opal were the last to pass through the TARDIS doors. Opal hastily turned around and pulled the doors shut. "That's everypony!" Pinkie cried.

"And we're off!" the Doctor announced as he began working the controls.

"I don't think I've seen the console room this crowded before," Derpy stated as she examined everyone and everypony around her.

"Tell me about it," Donna agreed.

"Go to Manehattan, Doctor," Twi ordered with an intimidating, stern look on her face. "We'll be safe there."

The Doctor looked deep into Twi's eyes. He flinched as he noticed something spark deep within her pupils. "Just what I was thinking of," he said as he pulled the nearest lever.

 _ **Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Discord Whooves sat calmly at the table. He slowly drank a glass of wine while dusting the dirt off his coat and clothes. Thalia was sitting on the other side of the table alongside Regina, Alberta, Renet, Pansy, and Flora.

"Are you alright, Mr. Whooves?" Thalia asked. "You seem very...calm."

"I am calm, Thalia," Discord Whooves replied. "What happened today was only a setback. We don't need to fear. Everything will fall into place, I assure you." He clapped his hooves and Pinkie Pie rushed into the dining hall. "Pinkie Pie, please take our girls to bed. We've all got a busy day tomorrow. It's Hearth's Warming, after all."

"Got it, Mr. Whooves!" Pinkie replied with a salute before beckoning Thalia and the others to follow.

Discord Whooves waited until everypony had left before taking his glass of wine and throwing it across the room. It shattered against the opposite wall. Discord Whooves smiled as he watched the splattered wine drip from the wall and down onto the floor. "Tomorrow, this Equestria will celebrate its final Hearth's Warming," he stated coldly. "Tomorrow, this will all come to an end!"


	3. Hearth's Warming

Chapter 2: Hearth's Warming

 _ **Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

Donna let out a loud yawn as she awoke from what was surprisingly one of the best night's sleep she had ever experienced. It truly surprised her how long it had been since she had last slept as soundly as she had that night. Her memories of the previous evening were a blur. Arriving at the Manehattan rebel headquarters just as the sun was going down, filing in, and ultimately being sent off for a good night's rest. Donna could sense that it was the early morning but she was ready to get out of bed and take on the world.

She stood up and stretched. The room she spent the night in wasn't anything fancy. White walls, white bed, and around the size of a walk-in closet. She was dressed in some warm winter pajamas that had been provided to her by the soldiers. She began looking for where she had dumped her other clothes for the night and quickly discovered them folded over the single chair in the room, clean and warm. "I don't remember leaving them like this," she observed.

Donna quickly changed into her clothes, left her pajamas neatly folded on the bed, and exited the room. Outside the room was a large, spacious hallway. One side of the hallway was bordered by a white wall with many more doors similar to that of Donna's room. The other side of the hallway was simply a gigantic window which gave a stunning view of Manehattan in the winter. "So this is Manehattan," Donna said as she approached the window. Though the base was a little ways away from the city, Donna could tell that the metropolis was practically abandoned. She was sure that the soldiers had just been incredibly efficient at transporting the citizens to safe areas in order to wait out the invasion. Either that or the Cybermen had made quick work of the ponies. Donna shook her head at the latter thought.

Just then, Donna hear familiar voices echoing down the hallway. She turned to see that the hallway appeared to connect to a large atrium. She started to walk in the direction of the voices.

* * *

The Doctor was silent as he finished listening to Jenny's story. "And here we are," Jenny concluded before taking a sip of orange juice. They were sitting amongst a collection of white sofas and chairs situated within a massive atrium. The wintry Manehattan skyline could be seen clearly through the gargantuan windows.

"I'm sorry," the Doctor said.

"For what?"

"You know what."

"Do I?"

The Doctor raised an eyebrow. "Is now really the time to play dumb?"

Jenny gave a devious smirk. "There's _always_ a time to play dumb. Act like a clown and your enemies won't be preparing for you to strike."

The Doctor could only give an impressed grin. "You really are my daughter."

"Did you doubt me?"

"I did once, and I deeply regret it."

"You don't have to feel like that." Jenny took one of the Doctor's forehooves in her hands and held it tightly. "I don't have any hard feelings about what happened back then. I understand why you felt the way you did."

The Doctor shook his head. "But-" He stopped as the sound of approaching footsteps stole his attention. He looked to see Donna awkwardly approaching them. "Donna! Nice to see you up bright and early!"

Donna smiled as she approached her friends. "Did you two even sleep last night?" she asked.

"Not really," Jenny replied. "Pretty much spent the whole night talking."

"A bit of father-daughter catching up?"

"It's not every day you find out that your long-dead daughter has really been alive this entire time," the Doctor replied with a bit of sorrow in his ancient eyes.

Donna sat down in a chair across from where the Doctor and Jenny were sitting. "I'm glad that you two are together again." She turned to Jenny. "So you regenerated?"

Jenny nodded. "It's exactly as I said last night."

"But how come you didn't change like the Doctor?"

"I'm not a natural Time Lord. I was created via progenation machine from my dad's DNA instead of being born on Gallifrey and earning the rank of Time Lord naturally."

"I know. I was there, remember?"

"Of course I do. I named my ship after you two. And Martha too. The _Doctor Donna Jones_!"

Donna gave a small smile. "Thank you."

"That reminds me. I should check up on Martha and Mickey at some point when this is all over," the Doctor stated. "It's been a while."

"I'm sure they'd like that," Donna agreed. "But it looks like you and Jenny can finally explore the universe, or rather the multiverse, together like you originally planned. It's nice to know that you won't be alone again."

"Of course not," the Doctor replied with a huge smile. "I have Jenny again, I have everypony in Ponyville, and I have you."

Donna's smile faltered a bit. "Yeah. Of course...Doctor."

The Doctor appeared to remain oblivious to Donna's doubtful reaction. "Oh! I almost forgot! Happy Hearth's Warming!" the Doctor announced whilst turning between Donna and Jenny.

"What?" asked Donna, who was caught off guard.

"Today's Hearth's Warming. Remember? The Equestrian equivalent of Christmas? We had the Hearth's Warming Eve party just yesterday."

"Yesterday?" Everything that had happened recently came crashing down on Donna. "I...I completely forgot about that. I can't believe the party was only yesterday. It feels like years have gone by since that happened."

The Doctor cocked his head a bit. "More like one year, ten months, and thirteen days."

"What?" asked Donna and Jenny together.

The Doctor shook his head. "Nevermind. Thinking out loud."

Donna, the Doctor, and Jenny fell silent as they proceeded to stare out at the slowly falling snow. "Where are all the Cybermen?" Donna asked.

"I talked to some of the soldiers. They said they haven't been seen for quite some time. I think Discord Whooves is gathering them together to prepare for something big," the Doctor explained.

"A final attack?"

"Most likely." The Doctor stood up and stretched his legs. "Which means that now is the perfect opportunity to head into the city."

Donna stood up. "Okay then. I'll let the others know-"

"Alone."

"What?"

"I'm going into the city alone."

"What?! Doctor! It's dangerous out there! The Cybermen-"

"Are currently busy being organized by Discord Whooves. It's the perfect opportunity. Besides, me by myself won't attract as much attention as a group of us would. And it's not as if being in here will be any safer when the Cybermen attack."

Donna placed her hands on her hips and sighed. "Why do you need to go into Manehattan anyway?"

"I want to follow up on a hunch I have. I'll explain when I get back." The Doctor suddenly took off in a dash. "I won't be gone too long!"

"Doctor!" Donna could only watch as the Doctor ran off into another hallway and vanished. She turned to Jenny. "You don't have anything to say about this?"

"I trust my dad," Jenny replied. "He's no idiot and I believe he knows what he's doing."

"He's not an idiot but he's not perfect either." Donna's warm smile returned. "You seem to have a lot of confidence in someone you've barely spent two days of your life with."

Jenny laughed. "You tend to respect someone when you've been given five years to think about who they are."

Donna shrugged her shoulders. Her attention was suddenly drawn to Jenny's orange juice. "So where'd you get that?"

"The cafeteria." Jenny stood up and finished the rest of her drink. "It looks like you could use some breakfast."

"You have _no_ idea."

Jenny gave a quick tug on Donna's sleeve. "Come on. I can take you to the food."

Donna gave a quick salute. "Lead the way!"

 _ **Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Monty awoke to find himself cuddling a bundle of cloth. The air around him was cold and still. He sat up to see that Trixie, Francis, and Julianna were still fast asleep. Even Oswin and Zecora were in a deep sleep. And it was clear that the unconscious mare from the hospital hadn't moved an inch. Monty swept his hooves through his messy red mane and leaned against the wall. He was silent for a few seconds until he jolted with a slight shock. His eyes widened at the realization of what day it was. "That's right...it's Hearth's Warming," he said under his breath. He closed his eyes as the sharp chill of winter hugged his coat. "I'm going to find you, Opal. I promise."

 _ **Performance Square, Canterlot, Equestria, Gaia, Winter, 987 C.E.**_

Monty the clown trotted out into the square. The feeling of the freshly fallen show felt excellent beneath his hooves. The performance square was filled with ponies wandering about and celebrating the wonderful traditions that came with the holiday season. Monty made a few funny faces at some passing foals and they laughed with glee. Monty smiled in reaction. He still had a lot to learn in order to become a professional clown but it always cheered him up to make others smile with even the smallest of actions.

 _BAM_! Monty hadn't been looking ahead and smashed head-on into another pony. He fell back and vigorously rubbed the now sore spot on his forehead. "I'm so sorry!" he pleaded as he bounced back up to help the pony he had collided with. "I wasn't looking where I was going and-" In an instant, his voice had vanished. Sitting before him was the most beautiful mare his eyes had ever fallen upon. Her warm, caring, hazel eyes melted his heart into nothing. Her yellow coat glistened in the winter sunlight and her red-yellow mane blew gracefully in the winter breeze. Her cutie mark looked almost as if it were calling to him. Her smiley face with hammer combination was a seemingly perfect partner for his own smiley face cutie mark.

"Are you alright?" the mare asked. "I must admit that I wasn't looking ahead myself. Too busy thinking about what to do today." Monty was frozen. He wanted to speak but his mouth wouldn't allow it. The mare slowly stood up and gave an awkward smile. "Are you okay? I hope I didn't hit you _too_ hard."

"You're the most beautiful mare in the world!" Monty blurted out. The realization of what he had just done made him want to explode like a bomb of confetti. He expected the mare to shun him, run away, or laugh with the only type of laugh Monty couldn't stand: that of mocking and belittlement.

To Monty's surprise, the mare went against his expectations and smiled at him. It was a huge, friendly smile. A cute laugh emanated from her muzzle and her cheeks turned a faint shade of red. "Good to know, clown boy," she said, her smile never shrinking.

"I'm...sorry," Monty stuttered. "I don't know what came over me."

"You don't need to apologize. I took it as a compliment. Besides, it's the only nice thing anypony's said to me today."

Monty's head cocked. "Really?"

The mare chuckled. "The first thing in general anypony has said to me today, honestly. Everypony's too busy worrying about their own goals for the day that they don't even try to think about anypony else. Hearth's Warming has gone downhill so much in Canterlot."

Monty was silent for a moment. He then gave a cheeky grin before reaching into the smallest pocket in his clown suit. He proceeded to pull out a massive bouquet of sunflowers. He handed it to the mare and her face instantly lit up. "Sunflowers! My favorite!" she exclaimed. She took the bouquet but raised a suspicious eyebrow after looking back at Monty. "I'm not about to be sprayed in the face, am I?"

Monty quickly shook his head. "Not at all! That's my special batch of spray-free sunflowers!" Monty shuffled his hooves a bit. "They...they're my favorite too."

"How about that?" The mare gave an impressed smile. "It looks like I was lucky to run into you."

Monty's ears stood up and his heart melted again. "Well...have a happy Hearth's Warming, ma'am." He began to slowly walk off.

"Wait!" the mare called. Monty turned back to face her. "What's your name?"

Monty gulped. "Montague, ma'am. But I prefer to be known as Monty the Masterful!"

The mare giggled. "Well, _Monty the Masterful_ , do you have any special plans of your own for this Hearth's Warming?"

Monty slowly shook his head. "Nothing aside from walking the streets and bringing a little cheer to others. Don't really have anypony to celebrate the holidays with."

The mare scratched her chin. "Hmm...well I guess we better change that." The mare approached Monty and stopped right next to him. "I don't have anypony to celebrate with here in this city either. How about us two loners celebrate the holiday together?"

"Oh...you don't have to hang around me if you don't want to, ma'am."

"But I _do_ want to. It's not every day that I get to know a clown." The mare cleared her throat. "That is...unless I'm annoying you. I'll gladly head on my way if that's the case."

"No! Not at all! I'm perfectly fine with you being here!"

"Because I'm the most beautiful mare in the world, correct?" Monty lowered his head with embarrassment. "Don't beat yourself up about it, Monty. I think you're adorable."

"Adorable?"

"As a clown, yes; but I'm sure there's a handsome stallion beneath the clown."

"I don't think so."

"Oh dear. It looks like you're going to need some help. I'll gladly be the one to provide it! Come on, Monty! We've got a busy day ahead of us!"

Monty blushed underneath his makeup. "Yes, ma'am!"

"And stop calling me that! You will address me by my _actual_ name!" The mare puffed her chest forward with a stereotypical snooty expression on her face. "I am known as...Opal." The mare's chest lowered and she broke into a quick fit of laughter.

"Nice to meet you, Opal," Monty replied.

"Likewise, Monty," Opal said back.

The two then walked off, side-by-side, into the snowy streets of Canterlot.

 _ **Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"You alright there, Monty?" Trixie asked as she stepped in front of the seemingly dazed stallion.

Monty jolted back to life and loudly cleared his throat. "I'm fine," he answered.

"It looked like you weren't all there."

"Just got a lot on my mind, Trixie."

"I think we all do," said Oswin as she approached them. In her hands were two odd devices.

"What do you have there?" Trixie asked with a raised eyebrow.

Oswin smiled. "Gifts for you two. It's Heart's Warming after all." She handed the identical devices to Trixie and Monty.

Trixie examined the device carefully. It looked like one of Oswin's guns but fitted more to work for a pony. "What are these?"

"Protection for you two. The weapons I have are some the best defenses against the Cybermen. I decided to take some of the extras I had and rebuilt them to work with ponies. You just use the magic inside you to fire them."

"That'll work for Trixie since she's a unicorn but not for me," Monty said before pointing at his forehead.

Oswin continued to smile. "If the ponies in this Equestria are anything like the humans in my Equestria then there's magic in everypony. It shouldn't be too hard for you to find it when time calls for you to."

"Do we get our own?!" asked Francis and Julianna, now fully awake and staring Oswin down with the cutest expressions they could manage.

"Maybe when you're older," Oswin replied with a laugh. The two young ponies lowered their heads with disappointment. "But since it's Hearth's Warming, I do have something for you." Oswin walked over to her bag, reached inside, and pulled out a circular container. She walked back over to Francis and Julianna and knelt down in front of them. "I know this is probably a far cry from your usual Hearth's Warming meal but I suppose it'll have to do for now. Can't believe I forgot that I brought these with me." Oswin opened the lid.

Francis and Julianna's eyes widened. Inside was a mixture of two items: multicolored baby-shaped candies covered with a light sugary powder and little cookie sandwiches of sorts with heart-shaped holes in the top showing a red jelly filling. "What are those?!" Francis asked.

"The candies are called Jelly Babies and the cookies are called Jammy Dodgers. They're very popular snacks in my hometown." Oswin pushed the container towards the siblings. "Go on. Have as much as you'd like."

Francis and Julianna were about to dive in when Monty stopped them. "What do you say, kids?" he asked.

They looked at Oswin and smiled. "Thank you, Oswin!" they cheered together.

"You're welcome," Oswin replied with a giggle. The siblings then wasted no time in diving into the sugary collection. Oswin stood up and walked back over to Monty and Trixie.

"Thank you, Oswin," Monty said.

"Don't mention it," Oswin said back. "They deserve something good after all they've been through."

Monty nodded. "Definitely."

Oswin sat down and placed a hand on one of Monty's shoulders. "Don't beat yourself up. I'm willing to bet that Opal's just fine. I may not have known her as long as you but I was able to tell that she's capable of taking care of herself."

"I just really want her back."

Zecora passed by as she started packing up various bags with items from the basement. "If you believe you will see her again; then so it shall be, make a little grin," she advised.

Monty fell silent. He thought of Opal and everything they had been through. Their first meeting, dating, their travels with the Doctor, and eventually parenthood. A wide smile appeared on his face.

"That's better," Oswin said.

Monty switched his focus between Oswin, Trixie, and Zecora. "Thank you," he said. He stood up and walked over to his children. "How is your Hearth's Warming meal so far?"

"Great!" replied Francis and Julianna together.

Trixie and Oswin sat in silence for a moment watching Monty, Francis, and Julianna enjoy the sugary snacks. Zecora continued to pack up the bags they had and the mare they had rescued continued to sleep. "So what now?" Trixie asked.

"We head out soon," Oswin replied. "Hopefully, we can make it out of Ponyville without encountering anything crazy."

Trixie nodded in agreement. "Hopefully."

 _ **Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

Twilight walked into the cafeteria alongside Derpy, Spike, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity. After everything they had been subjected to at the hooves of Discord Whooves, it felt great to be in an environment that felt at least somewhat safer than everywhere else. Twilight could see several of the others sitting at the various tables munching on whatever food they could get their hooves or hands on.

Matilda was caught up in a very long conversation with Colgate, Clockwork, and Bright Eyes. "I hope Daring Do's okay," Twilight heard Bright Eyes say as she passed by. "We were a pretty good team." Clockwork lovingly wrapped one of his forelegs around Bright Eyes's shoulders.

"Right now, we can only hope for the best," said Colgate.

Twilight and the others quickly grabbed the various breakfast items from the nearby food table and made their way over to an empty table. The Statue of Manehattan could be seen clearly through the large window next to their table.

"It looks like the city's still intact," Rarity observed.

"Let's hope the ponies that were here are as well," Twilight added.

Everypony was silent as they ate their fruit, eggs, toast, and whatever else they had grabbed. Even after a long night of wondrous sleep, they still felt exhausted.

Twilight suddenly noticed that Donna was sitting a couple tables away. She was talking to the Doctor's daughter, Jenny. Just then, Jenny turned her attention towards Twilight. She said goodbye to Donna, stood up, and approached the table.

"Good morning, everyone," Jenny said as she arrived at the table.

"Good morning!" Pinkie Pie replied with the cheeriest voice she could muster.

Jenny placed her hands in her pockets. "How are you all feeling? From what I've heard, you lot have been through a lot."

"We've seen better days," Applejack replied.

Jenny smiled. "I'm sure you'll all return to being your best in no time."

"Oh you can count on it!" Rainbow Dash exclaimed. "And then we're gonna kick Discord Whooves's butt from Canterlot to Trottingham!"

"Maybe even further than that," Spike added with a growl.

Derpy began looking around the cafeteria. "Where's the Doctor?" she asked.

"He headed out into the city a little while ago," Jenny replied. "He shouldn't be long."

"WHAT?!" everypony gasped.

"Is he crazy?!" Twilight snapped.

"Twilight, this is the Doctor we're talking about," Applejack replied with a deadpan expression.

Twilight rolled her eyes. "Still! Did he go alone?"

Jenny nodded. "Yep."

"Why would he do that?!"

"He wanted to follow up on something by himself. From what I can tell, Dad's not always the best at letting others know what's going on in his head."

"Tell us about it," Twilight and Derpy groaned simultaneously.

Jenny took a few steps towards Twilight and Derpy. "Twilight. Derpy. Would you mind if I spoke with you two?" she asked.

"Not at all," Twilight replied.

Jenny glanced at the others. "Alone."

Twilight and Derpy looked at the others and then back at Jenny. Twilight shrugged her shoulders. "Sure?"

"Okay. Come with me." Jenny beckoned the two mares to follow her.

Twilight and Derpy got up and followed Jenny over to the far side of the cafeteria away from the others. "What's going on?" Derpy asked.

"Twilight Sparkle. Derpy Hooves," Jenny started. "I have something to deliver to you." Jenny reached into one of her back pockets. She pulled out a peculiar object and presented to them. It was a silver case about the size of a tissue box. The lid was held shut by golden latches. The letters _ERS_ were engraved into the lid of the case and beneath the letters was a strange symbol: a silver snake within a green crest.

"What's that?" asked a now extremely curious Twilight.

"It's a strange gift I was given during my travels. A young man in a black cloak approached me in an alien marketplace and gave it to me. He said that he was good friends with you two and that this would help you greatly during a moment of great peril."

Derpy raised an eyebrow. "That sounds a bit fishy. We don't know anypony who likes to wear black cloaks," she said.

"Did he say who he was?" Twilight asked.

"He didn't give me a name exactly. He just kept calling himself _the Writer_ ," Jenny replied. "Does that ring any bells?"

Twilight and Derpy glanced at each other and then turned back to Jenny. "Yeah," Derpy replied.

"A couple," Twilight added. She took the case from Jenny's grasp with her magic and examined it. "What's inside?"

"I don't know," Jenny answered. "He said that only you two should open it and that you should only open it when you know you need it."

Twilight groaned. "How the hay are we supposed to know when we we need something when we don't know what the item we need is?"

Jenny shrugged her shoulders. "I don't know. He just said that you'd know the right time to open the case."

Twilight cocked her head slightly. "Why did you trust this person enough hold onto this for so long? I'm not sure how things work in _your_ universe, but, in _our_ universe, somepony wearing a black cloak and giving you a strange object usually doesn't have your best interests in mind."

Jenny sighed. "The person I met, this _Writer_ , seemed to know a lot about us and what we needed to do. I know that people like him would normally put me on edge...but he never felt like an enemy. He didn't feel like a friend either." Jenny rubbed the back of her neck. "He felt...like somebody who was ensuring that whatever was _meant_ to happen was _definitely_ going to happen."

Twilight and Derpy looked at the case together. "I just hope that whatever's meant to happen doesn't include our doom," Derpy said with a gulp.

* * *

Lightning Dust stood in the open hangar. She was frozen in place, refusing to move. All of her focus was directed at the lone jet bus slowly making its way towards the hangar. She had her weapons at the ready and Silver Shill was standing by with a group of soldiers.

The jet bus came gliding into the hangar with ease and landed while hardly making a sound. Lightning Dust readied herself as the doors opened. Her heart leapt when she saw Princess Luna exit the bus. She was followed by her alicorn counterpart, Princess Celestia the alicorn, and two Cybermen.

"Don't freak out, Lightning Dust," said human Princess Luna. "These two Cybermen are friends."

"Rainbow Dash and Applejack, I assume," Lightning Dust guessed as she approached. "Shining Armor is already here."

"Anyone else?" asked Princess Celestia the alicorn with a slight twitch of worry.

Lightning Dust nodded. "Many...er...your majesty. The Elements of Harmony have been secured along with their wielders. The Doctor and his friends are here as well."

Princess Celestia gave a long sigh of relief. "That's great to hear!"

"Excellent work, Lightning Dust," said human Princess Luna. "You've kept this place in excellent shape."

"Thank you, your majesty." Lightning Dust faltered for a few seconds. "But is everything alright with you, your majesty?! I tried reaching out to you and...you look like you've been through a lot."

"Oh I have." The two Lunas looked at each other and then let out a loud laugh. "After all, I did come back from the dead yesterday."

Lightning Dust gave a quick laugh. "Ha! That's funny, your majesty!" Human Luna's smile faded as she began to make her way into the base. Lightning Dust stopped laughing. "Wait...you're not being serious...are you?!"

* * *

Twi stood quietly on the balcony in the base's largest hangar. Below her was a collection of massive tarps and sheets. On the nearby wall, _Project Firefly_ was painted in large bold letters. "So this is Project Firefly," Twi sighed as she looked down at what she assumed was the massive project cloaked beneath tons of cloth.

"You're up early," said a familiar voice. Twi turned to see Flash approaching her.

"Everyone's up by now," Twi replied. "How long have you been up?"

"Since very early. I couldn't sleep that well."

"Me neither. Too much to think about." Flash stood next to her and placed a hand on her shoulder. "You're cold, Flash."

Flash chuckled. "We _are_ in an open hangar during the winter. We should go back inside if you want to warm up."

Twi shook her head. "No...it's not just that. Something about you has been...off. Even when I had amnesia, something was not right about you."

"Twilight, what are you talking about? I'm the same Flash Sentry you've always known."

Twi was quiet for an uncomfortable duration of time. "What's going on, Flash?"

"You mean aside from the war that's been going on for over a year?"

"Yes." Twi stared at Flash head-on with a dead serious expression. "What's going on with you? For every moment that I feel close to you...there's another moment where you seem distant and different. And I know it has nothing to do with the war."

"It has everything to do with the war, Twilight."

"Really? You've been weird around me ever since we reunited. Something's going on, Flash. I've dated you long enough to notice." Flash was silent. "What do you know, Flash?"

"What?"

"You're keeping a secret. What is it, Flash?!"

"Twilight? Where is this coming from? I thought you trusted me!"

"I did! But...there are just times where I don't know who you are anymore!"

"Twilight, we've been through a lot. You've been through a lot. You had amnesia. You're probably just dealing with some of the after effects."

"No! I'm not! I-" Twi froze. It was at this moment that she realized that one of Flash's hands was clasped around something: the handle of a silver box. "Flash...is that-"

"What the hell are you doing?!" snapped an angry voice. Twi and Flash turned to see Donna walking towards them. "Why do you have the Elements of Harmony?!"

"What?" asked a seemingly confused Flash. He looked down at what he was holding. His eyes widened and he let go. The box fell to the floor with a loud _clang_.

"Don't drop them!" Donna raced over and picked the box up. "Why do you have them with you?! They're supposed to stay in the TARDIS!"

"I...I don't know. I don't remember getting them! I swear!"

"The Doctor left for the city in the TARDIS several hours ago! Have you been walking around with them since then?!"

"Is this why you were up early?!" asked Twi.

"I DON'T KNOW!" Flash screamed.

Everyone fell silent. "I don't know either," Twi said with a shrug of her shoulders.

Donna held the silver box close. "I'm going to keep an eye on this until the Doctor gets back. Then I guess you can explain to everyone about why you had them," Donna stated. Donna was about to leave when, suddenly, she was frozen with terror. Her eyes widened and every part of her body shook.

"Donna? What's wrong?" Twi asked.

Standing right behind Twi was a large, glowing, golden wolf. Donna took a few steps back until she bumped into the railing on the edge of the balcony. "What the hell is that?!" she asked.

"What's what?" Flash asked as he turned around. Twi, however, screamed as she turned around and came face-to-face with the wolf.

Just then, the wolf let out a loud howl and exploded into a blast of air and golden smoke. Flash was sent flying across the balcony and into the wall. Twi was pushed back into the railing. And Donna was knocked clear over the railing and down into the hangar below. "DONNA!" cried Twi.

Donna braced for impact...but the impact never came. Instead, she looked to see that she was being slowly levitated down by a powerful magical force when seemed to be emanating from the massive cloaked object within the hangar. She landed softly on a seat resembling that of a saddle. Her hand was still clutching the box's handle tightly.

"Donna!" Twi shouted. "Are you okay?!"

"I'm fine!" Donna called up. "Something just-" Donna was cut off by a loud bell going off.

"ATTENTION! PROJECT FIREFLY IS ACTIVATING! ATTENTION! PROJECT FIREFLY IS ACTIVATING!" called out a computerized female voice.

A back rest suddenly sprung up behind Donna and two seat belts slung over her torso, strapping her to the saddle. "Wait, wait, wait! I didn't do anything! Stop! No activating! No activating!" Donna shouted. Suddenly, everything around her began to move and spring to life. The tarps and sheets fell off to reveal that Donna was sitting on top of a gargantuan robotic dragon constructed out of various metals. Its silver and crimson colors glowed brilliantly in the morning sunlight. Its eyes flared to life with a deep shade of red. A blast of blue and green fire shot out of its mouth. Donna looked forward for any sign of a control console but there were absolutely no visible controls at all.

"Oh sweet Celestia," Twi gasped as the robotic dragon stood up and approached the open hangar doors. It stared out upon Manehattan and the lands beyond and let out a fierce roar.

* * *

The entire base shook. The two Lunas and Celestia were caught by surprise. "What was that?!" asked Luna the alicorn.

"Is it the Cybermen?!" asked Celestia.

"ATTENTION! PROJECT FIREFLY IS ACTIVATING! ATTENTION! PROJECT FIREFLY IS ACTIVATING!" echoed the protocol alarm.

"PROJECT FIREFLY?!" gasped Princess Luna the human and Lightning Dust together.

"Why are you activating Project Firefly?!" Luna the human snapped.

"I'm not, your majesty! I was getting it prepared in case something terrible had happened to you but I haven't ordered for it to be activated!" Lightning Dust replied.

"To the hangar! Quickly!" They took off and ran as fast as they could.

* * *

Donna continued to hold onto the box with all her might. Her other hand was clasped to the saddle upon which she was strapped to. "PROJECT FIREFLY IS READY TO LAUNCH! PROJECT FIREFLY IS DEPARTING!" called out the robotic female voice.

"Not _another_ dragon! Not again!" cried Donna as the robotic dragon beneath her broke into a run.

 _ **Statue of Manehattan, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor stepped out of the TARDIS and nearly fell. He had unintentionally parked the TARDIS right on top of the statue's head. "Well...I made it to the statue at least," he said as he began to look around. "Now, let's see. Where would-" The Doctor silenced himself as he looked up at the metal flame held in the copper pony's raised foreleg. "It's worth a shot." The Doctor pulled out his sonic screwdriver, aimed it at the flame, and activated it. Instantly, a panel in the side of the flame slid open. A metallic box magically exited the opening and began to descend down towards the Doctor. "I knew it. New York City, or at least something like New York City, would always be a sore spot for you, Discord Whooves." The box landed right at the Doctor's hooves and opened up to reveal a simple video camera. "It's a good thing your Paramae followed you along with your labs and armies." The Doctor grabbed the camera. Instantly, he was hit was a serious burst of dread and negative energy. "Oh yes...you're definitely in there, Discord Whooves."

The Doctor began to make his way back to the TARDIS when a loud roar echoed across the river. He looked out towards the outline of the rebel base in the snow. Several tense seconds passed until the outline of a massive creature appeared. "A dragon?!" gasped the confused Doctor. The dragon let out a deafening roar before taking to the skies and shooting a plume of fire towards the heavens. "Well...I didn't see that coming."


	4. How to Train Your Robot Dragon

Chapter 3: How to Train Your Robot Dragon

 _ **Above Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

Snow and wind flew into Donna's face as her robot dragon kidnapper flew through the skies above Manehattan. The sanctuary of the rebel base disappeared behind her until it was merely another gray outline in the winter morning. The dragon roared again and Donna tightened her grip to the saddle. She looked ahead and gulped as the dragon continued to fly off toward parts unknown.

 _ **Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

A stunned Twi stood in disbelief as Donna and the metal dragon disappeared into the curtain of falling snow. Her shock was brought to an end by the sound of approaching footsteps. She looked to see the two Princess Lunas, Princess Celestia, and a few others rushing into the hangar.

"Your majesties!" Twi gasped as she ran towards them.

"What the hell just happened?!" snapped human Princess Luna. "Why did you activate Project Firefly?!"

Twi tried to calm herself down enough to form a coherent description but her words kept bouncing around. "Donna! Flash! Elements! Dragon! Wolf!" she stammered.

Human Luna looked like she was about to shout another order when a familiar sound echoed throughout the hangar.

 _VVRROOMMPP! VVRROOMMPP! VVRROOMMPP!_

The TARDIS slowly materialized a couple feet away. Once the TARDIS had fully appeared, the Doctor practically ripped the doors off their hinges upon his exit. He was dressed in a clearly freshly cleaned blue pinstriped suit and a red tie. It was certainly an improvement from the dirty and worn suit he had been wearing for the last day. "Ah! Looks like I wasn't the only pony to notice the dragon flying away from the base!" the Doctor exclaimed with a grin. "Does anypony happen to know anything about that?"

Twi was still shaking as she started frantically looking around the hangar. "Flash! He's gone!" she gasped.

"What's Flash got to do with this?" asked human Luna.

"Everything! Well... _almost_ everything." Twi shook her head. "But that's not important right now! Donna was on that dragon!"

"What?!" gasped the Doctor.

Twi suddenly let out a terrified scream, causing everyone to jump. "OH NO!"

"WHAT?!" asked everybody in unison.

"The Elements!" Twi exclaimed with terror. "Donna has the Elements of Harmony with her!"

A deathly silence fell. Whether it was out of shock, fear, or downright confusion, not one person or pony in the hangar dared speak a word. No one...until the Doctor spoke up.

"Princess Luna," the Doctor stated with a tone that was as intimidating as it was completely calm. "Is there a way to track the dragon?"

Human Luna nodded. "There is," she replied. "We _are_ the ones who created it after all."

"Good. Let's start tracking it now." The Doctor's attention turned to Twi and Twi stared right back at him. "Now, as clearly as you can manage, tell us what happened. And be quick about it. There's no time to waste here."

 _ **Discord Laboratory, Beneath Rainbow Falls, Equestria, Gaia, Winter, 1002 C.E.**_

Discord Whooves let out a relaxed sigh as he drank his morning coffee. It had been a busy night but now he was relaxed...or rather as relaxed as somepony like him could get. Thalia was sitting quietly on the opposite end of the table from him. "You seem conflicted, child," Discord Whooves sighed. "What's troubling you?"

"The others...I don't belong with them," Thalia replied.

"Don't be ridiculous. You all belong to a very select group of beings: clones. That connects you." Discord Whooves's words didn't appear to comfort her. "Fear not, Thalia. Once this is all over, you will no doubt be comfortable around them. You're all going to be important in the new world that's going to be dawning today."

At that moment, Pinkie Pie entered the room. She was followed by Black Sun. "Mr. Whooves! Mr. Whooves! Our friend has a message for you!" she cheered as she danced around like a demented ballerina.

Black Sun gave a polite bow in Discord Whooves's direction. "Master, I once again sense the presence of the Elements," she informed.

A dark smile curved on Discord Whooves's face. "You do? That must mean they're no longer under the protection of the Doctor's TARDIS. I am curious about as to why that is but it matters not." Discord Whooves placed his coffee down and stood up. "Where are the Elements right now?"

"Their signal is still foggy...but I can see that they are approaching Ponyville at surprising speed."

An amused laugh escaped from the dark stallion's lips. "Ponyville. Where it all began. The perfect place to bring this all to an end." He began to walk around the table. "Let's begin bringing the soldiers in. The mutants. The Cybermen. All of them. Round them up and send them straight to Ponyville. Let's end this with a bang, shall we?"

Thalia slowly stood up and followed Discord Whooves, Pinkie Pie, and Black Sun out of the room.

 _ **Outskirts of Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

Flash was running as fast as his legs could carry him. To his surprise, he found himself running at speeds he could never previously fathom himself achieving. Everything was becoming a blur. His thoughts. His actions. What he wanted. What he had done. What resided in his past and what awaited him in the future. But one thing was certain: a nightmare. A terrible nightmare that foretold his greatest fear. A nightmare which he wanted to bury far within him. A nightmare that threatened to tear him and Twilight apart for all eternity.

"Ponyville," he stated spontaneously as he continued to run. He couldn't explain it but he suddenly knew that he had to go to Ponyville. "I need to be in Ponyville." Flash's legs agreed as they picked up the pace. The outline of Manehattan disappeared behind him as he, at the speed of a jet, ran off into the snowy Equestria before him.

 _ **Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

Twi bit her nails as she watched the human Princess Luna work the controls that would allow them to make contact with Donna. It had been a long time since she had last thought about Project Firefly. It was a last resort. A dangerous experiment she and the Princesses had begun work on shorty after Discord Whooves's initial invasion. There had been many moments where she had been tempted to activate it. But the possibility of a robotic dragon, which contained a power created from the combined magical essences of both Princess Celestia and Princess Luna, going out of control was too much for her to risk it. Now, unfortunately, the choice to activate Firefly was no longer her own. The unpredictable creation was free, and it was carrying the most dangerous cargo in the whole of Gaia at the moment.

"Any luck yet?" asked the Doctor as he adjusted his tie.

"No," Human Princess Luna replied with a groan. "It's been ages since I've last tried working with these controls. Who knows if they even work?"

"They should," Twi stated with a shaky voice. "Project Firefly definitely still needs some work done but the connection between the main robot and the controls was made by Celestia just before-" Twi stopped herself.

Human Luna continued to keep her focus on the controls.

Suddenly, just as a few final knobs were turned, the loud sound of wind began emanating from the nearby speakers. But it wasn't just wind. Flapping wings could be heard as well as frightened gasps and breathing.

"Donna?! Donna, can you hear us?!" Human Luna called into the microphone.

"What?! Hello?! Who's there?!" echoed the terrified voice of Donna Noble.

"Donna! It's the Doctor!" the Doctor exclaimed. "Everyone else is here too!"

"Doctor?!"

"Are you alright?"

"I've been kidnapped by a bloody robot dragon! How do you think I am?!" snapped Donna.

The Doctor cocked his head and gave a nervous chuckle. "Ask an obvious question, you get an obvious answer," he sighed.

"Do you still have the Elements with you?!" asked Twi.

"Haven't let go of them since this thing took off with me!" Donna replied.

Twi gave a sigh of relief as the Doctor leaned in closer to the microphone. "Don't worry, Donna!" he said. "We're going to bring you back down to earth!"

"You better hurry! I'm not sure how much more of this I can take!"

"You don't have to worry about falling off, Donna," Human Luna informed. "From what I've heard, the harness has already strapped you in. You'll be fine until you're able to get yourself down."

A few seconds of silence passed. "What do you mean, until _I'm_ able to get _myself_ down?" asked Donna sternly.

Human Luna sighed. "Listen, Donna. We can't control Firefly remotely and the Doctor can't simply teleport over to you in the TARDIS."

"And why not?" asked the Doctor with a raised eyebrow.

Human Luna continued. "When we began building Firefly, we were able to get our hands on some of Discord Whooves's technology. Not a lot but we had enough in order to make at least one vehicle TARDIS-proof. We decided to do this with Firefly. Firefly was going to be our ultimate weapon and we wanted it to be able to stand up to anything Discord Whooves could throw at us."

"Damn." The Doctor took a hold of his chin as he thought further. "And I guess someone can't simply teleport or fly over to Firefly either."

Human Luna nodded. "Correct. That dragon is loaded with magical defenses and protocols. It'll attack anything it considers a threat, and one of the big threats for it to look out for is if an external force attempts to remove the driver."

"So how the hell am I supposed to stop it?!" Donna asked. "There aren't even any bloody controls!" A loud gust of wind could be heard over the speaker and it was followed by Donna's quick breathing.

"The controls are connected telepathically to the magical aura of the driver," Human Luna explained. "You need to clear your mind and Firefly should follow your commands."

"Newsflash: I'm not magical! I don't have any magic in me! I'm just a human!" Donna shouted.

"Donna Noble, you listen to me right now!" ordered the Doctor. "You are not just a human! You're the woman who took out an entire Dalek army with a lever! You were part Time Lord! And, finally, I know that Donna Noble isn't someone who's going to be so easily dragged around by a giant metal lizard!"

"The Doctor's right, Donna!" Twi added. "Besides, Firefly wouldn't have activated if someone without power would have sat on it. But, and I know this is going to sound cheesy, you need to believe in yourself in order for this to work! The more confidence you have, the easier it'll be to control Firefly."

Silence fell once again. "Donna?" Human Luna asked into the microphone. "Can you do this?"

 _ **Above Equestria, Gaia, Winter, 1002 C.E.**_

Donna watched as the white clouds flew past her. Her grasp on the saddle and the Elements box tightened. She bit her lip whilst pondering her response. Could she do it? Could she control this robotic dragon? She thought back to the Medusa Cascade and the moment when she became the DoctorDonna. Donna took a deep breath and nodded. "I can do this," she stated.

"We believe in you, Donna!" echoed the voice of Derpy Hooves.

Donna couldn't help but smile. _Okay_ , she thought. _I need to clear my mind and focus. Simple enough._ Donna slowed her breathing and tightened her grasp on the saddle. _Focus. Firefly, I am in charge._ She forced herself to stay as still as possible. This was easier than expected considering where she was. _Listen to me now. I'm the driver. We need to turn around and go back._

 _No. We need to go to Ponyville._

Donna jumped. "What the hell?!" she gasped.

"Donna?!" echoed the voice of the Doctor. "What's wrong?!"

 _Don't worry. You're not going insane_.

Donna looked around frantically. "Where are you?!" she asked.

"What's happening?!" echoed the voice of Princess Luna. "Donna-" The connection was lost.

 _I recognize you as the driver, Donna Noble. But we need to head forward._

Donna's eyes opened. She looked ahead to see the head of Firefly staring back at her. "You've got to be joking!" Donna gasped.

 _Nope. It's me, Firefly._

"Are…are you _supposed_ to be able to talk to me?"

 _No. But you don't combine Equestrian magic and Time Lord technology without getting some unexpected side effects._

Donna shook her head as she came to terms with what was happening. "Well, whatever's up with you, we need to go back! We can't be out and about with the Elements of Harmony!"

 _That's_ exactly _why we need to be out and about. There needed to be something to bring the two sides together for one last confrontation. Thanks to you, I was able to wake up and make sure that this came to pass._

"What are you talking about?!"

 _I think everyone can agree that this needs to end, Donna Noble. The two of us are going to make sure this happens._

Donna raised an eyebrow. "A final battle."

 _Now you're getting it. It's good that I didn't need to spend too much time explaining this to the DoctorDonna of all people._

"I'm not the DoctorDonna anymore and…wait a minute. How do you know about the DoctorDonna?"

 _I have history with the DoctorDonna outside of you riding me._

"How?! You're a robotic dragon created by humans in an alternate Equestria!"

 _This body was. My mind, however, comes from somewhere else._

Firefly sped up and Donna held on tightly. "Hold on! Where are we going?!"

 _Ponyville. Where it all began. I know a lot is happening right now, Donna. But, don't worry. I'm a friend. I'm going to help you and your Doctor stop Discord Whooves. We're going to bring this to an end together._

Donna's eyes widened. "Who are you?"

 _I go by Firefly now, but I once had a very different body. I traveled all across time and space with a Time Lord called the Doctor. A Doctor who eventually became Discord Whooves. I am his oldest friend and his greatest enemy. I am Firefly now, but once upon a time I was what everyone called the TARDIS._

 _ **Rebel Headquarters, Manehattan, Equestria, Gaia, Winter, 1002 C.E.**_

"Damn!" snapped human Luna as she worked with the controls. "I can't get the signal back!"

"I hope Donna's okay," said Derpy.

"I'm sure she's fine," said Jenny with a comforting smile.

"Where is that dragon taking her?!" the Doctor asked. "Is there a way to track it?"

"We don't need to track it," Twi said suddenly. "I know where it's going."

All eyes turned to Twi, whose face was now eerily emotionless and glassy.

"You do?!" asked human Luna.

"Ponyville. Where it all began," Twi replied with an almost robotic tone.

"How do you know this?" asked alicorn Luna.

The Doctor slowly approached Twi. "She's been right about these things in the past," he said. "How she knows this can be answered later. Right now, I trust her and I believe we should get to Ponyville as quickly as possible."

Twi and the Princesses shared a calm, understanding stare. "Alright then," sighed human Luna. "Everyone, let's move out!"

The Doctor began to walk back towards the TARDIS. Twilight, Derpy, Spike, Jenny, Matilda, Opal, Clockwork, Colgate, Bright Eyes, and rest of their friends followed close behind. "Not all of you need to come, you know," the Doctor said. "We've all been through a lot."

"Doctor, stop trying to do things on your own," Matilda scoffed.

"We're with you all the way, Doc!" exclaimed Rainbow Dash.

"Don't think you're getting rid of me that easily again, Dad," Jenny laughed.

"I've been with you since you first entered Equestria, Doctor," said Twilight. "I'm not leaving you now."

The Doctor smiled proudly as he led his team towards the TARDIS. "Alright then!" he said. "Allons-y!"

 _ **Outside the Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Trixie looked out upon the deserted wintry town as Oswin finished locking up the library. "Is everypony ready?" she asked.

"As ready as we'll ever be," Francis replied as he kicked some snow around him.

"Is it just me or does something feel…off?" Julianna asked.

The others fell silent. It was true. Everypony felt a sense of dread all around them.

"Everything's going to be fine," said Monty as he pulled his children close to him. "We're going to find Mom and everything's going to be fine."

"Is she doing any better?" Oswin asked Zecora as she pointed towards the unconscious mare draped over her back.

"Yes or no I do not say," Zecora replied. "About the same she has chosen to stay."

Just then, Julianna pointed towards the sky. "What's that?!" she asked.

Trixie looked to see what appeared to be the outline of a dragon descending from the clouds. "Is that…a dragon?!" she asked.

"What would a dragon be doing here?!" asked Monty.

"Forget the dragon. We've got bigger problems," Oswin said before pointing in the opposite direction of the dragon.

Everypony looked to see a dark cloud of Cybermen descending towards Ponyville from the skies above.

"Sweet Celestia," gasped Trixie.

Monty pulled his children in closer. "Where's the Doctor when you need him?!"


	5. The Battle of Ponyville

Author's Note: Sorry for the long wait. But Doctor Whooves is now back on track!

* * *

Chapter 4: The Battle of Ponyville

 _ **Town Square, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Snow flew everywhere as Firefly landed. Donna listened carefully as Firefly stood still in the center of Ponyville. There were no terrified screams. No horrified gasps. No shouts. No hooves pushing against the snow. Everything was abandoned.

"It looks like everyone's evacuated," Donna observed as she stared into the white oblivion. The sound of wind slightly began to pick up. No doubt a blizzard was on its way.

 _We won't be alone for long_.

Donna felt a hard shiver course through her bones. A bitter taste appeared in the back of her mouth. The air around her felt thick and overbearing.

She looked up. The sky was filled with large, snow-drenched clouds for as far as the eye could see. Donna couldn't help but feel like she was in the middle of a gargantuan ice tomb.

 _Pat. Pat. Pat._

The sound of slow hoofsteps in snow reached her ears. Firefly looked forward. The robot dragon's eyes glowed brightly with rage. Donna could feel her stomach twisting like a knot. Sweat rolled down her face and promptly turned into tiny patches of ice against her cheeks. She tried to keep her composure in spite of her teeth desperately wanting to chatter.

The outline of a lone stallion appeared on the edge of the town square. It didn't take much imagination for Donna to guess who said stallion was. The familiar, arrogant laugh that suddenly broke through the silence like a knife was the last clue that Donna required.

"This is certainly…unexpected," Discord Whooves commented with a smile. He strolled a few more feet forward before coming to a halt a couple yards away from the town square statue. His cold, detached eyes examined Donna and Firefly like robotic scanners. "I believe you have something that I want, Donna."

Donna tightened her grip on the box in her lap. "Sorry but you're not getting this box," Donna snapped back.

"Let me make this simple for you." Discord Whooves continued to slowly make his way in Donna's direction. "I'm going to get those Elements one way or another. You can either give them to me now, or I can rip them from your bloody fingers after I've killed you and all of your friends."

At the far end of the town square, the meeting was being carefully observed by Trixie, Oswin, Monty, and the others. "This doesn't look good," Trixie whispered.

Oswin pulled out a scanner of sorts from her bag and looked at the screen. "Shit!" she gasped. She looked towards Monty, Francis, and Julianna and blushed. "Sorry."

"What's wrong?" Trixie asked.

"According to my readings, the whole town is surrounded," Oswin replied.

Monty gulped. "By what?" he asked.

"Cybermen. Mutant monsters. Whatever else Discord Whooves has under his control." Oswin stashed the scanner back into her bag and focused on the town square once again.

"Do you understand me, Donna?" Discord Whooves continued as she came to a stop at a point between Firefly and the statue.

"Loud and clear," Donna replied. "But I'm willing to bet that you'll try to kill me and my friends regardless of whether you have the Elements of Harmony or not." Donna glared down at Discord Whooves from her seat on Firefly's back. "If you want this box, you're going to have to get past my robot dragon first!"

Firefly looked at Discord Whooves and roared. A plume of gold and red fire shot forth from its open mouth and flew towards Discord Whooves. There was a bright flash as something flew down into the town square and landed in front of Discord Whooves. The fire plume split apart into various trails of fire and smoke as it collided with the new target. The fire plume disappeared to reveal none other than Black Sun standing before Discord Whooves, a shield of black magic emanating from her horn.

Discord Whooves snickered from behind Black Sun. "You're right, Donna," he said. "You're all going to die today no matter what you do." He waved one of his hooves at Black Sun. "Rip her head off."

Donna had no time to react. Time seemed to slow down as Black Sun, moving faster than the speed of sound, flew straight at Donna. The bloodthirsty and sharp claws of the robot-human hybrid reached for her neck. But before Donna could begin seeing her life flashing before her eyes, a shield of blue appeared between her and Black Sun. Some of Black Sun's fingers made it through the barrier but she was ultimately stopped in her place. The sound of cracking bones rang out as Black Sun fully collided with the barrier. Her fingers bent at sickening angles. The barrier shattered into dust as Black Sun fell back. In the time it took for her to fall away from Donna and hit the snowy earth, a few small clouds of black magic had already successfully healed Black Sun's broken fingers.

Trixie ran out into the town square like a maniac. She had no plan. She didn't know what she was doing. All she knew was that she had to help the mysterious human and her robot dragon. She flinched slightly as her magical barrier was broken. Remnants of her last great magical feat were still wearing on her mind.

Oswin took off after Trixie, a blaster at the ready. Discord Whooves looked at the whole situation and raised an eyebrow in amusement. "Didn't see that coming," he admitted with a grin. Oswin shot at the stallion but her attacks were quickly deflected by Black Sun.

Firefly suddenly let out a roar and stomped two of its metallic claws into the earth. A powerful shockwave spread out, knocking everyone and everypony in the vicinity backwards. Another roar pierced the disturbed silence as Firefly aimed upwards and shot towards the ominous, white sky. "WHOA, WHOA, WHOA!" Donna shrieked as she was once again forced into flight against her will.

Discord Whooves pointed after the dragon whilst glaring at Black Sun. "After them! Get the Elements!" he barked. Black Sun nodded before rocketing after Donna and Firefly.

The once-still air suddenly began to swirl and reek of metal and ash. Trixie coughed at the sudden aroma as she slowly picked herself up. "What's that smell?!" she gasped while clutching a hoof against her muzzle.

"His army's closing in," Oswin coughed as she approached Trixie. A loud beep began emanating from the scanner on Oswin's bag. She pulled the scanner out, looked at the readings on the screen, and gave a sigh of relief. "But so is the other."

Trixie raised an eyebrow. "Other?"

Just then, a pulse of magical energy shot through the air and missed Oswin and Trixie by mere inches. Monty and the others ducked into the snow as the projectile shot over their heads and smashed into the side of a nearby house. Trixie and Oswin looked up, their hearts once again beating wildly, to see Discord Whooves aiming his own blaster of sorts at them.

"Darn. I missed," Discord Whooves said with a roll of his eyes as he reloaded the weapon.

"RUN!" Oswin ordered as she grabbed the back of Trixie's mane and made a mad dash towards the others.

Discord Whooves chuckled as he aimed the blaster, only to curse with pain as an unexpected magical blast soared past him and collided with his weapon. The blaster crumpled the dust while a loud crack emanated from his hoof. Discord Whooves turned to see Princess Luna the human rushing towards him. "I thought Black Sun killed you," he said with a deadpan glare.

"You thought wrong, Whooves!" Luna announced as, with a wave of her wand, she sent another attack his way. As the magical orb raced towards Discord Whooves, a flash of purple appeared next to him. Thalia jumped in front of Discord Whooves and quickly conjured a magical shield. Luna's attack bounced off and soared into the sky. A loud _clank_ ran out and a burnt Cybermen fell to the ground from above the clouds.

"Nice timing, Thalia," Discord Whooves stated with a smirk. Alberta, Renet, Pansy, Flora, and Regina appeared by his side as well. "Keeping together as planned. Good job, everypony." He slowly stepped forward. Thalia increased the size of her shield as he moved. He flexed his injured hoof forward. A spark of golden dust emanated from the tip. After a few seconds, the dust disappeared and Discord Whooves gave a satisfying roll of his head. He flexed his now healed hoof and stomped it into the snow. He then smirked at Luna and tilted his head ever so slightly. For a split second, his pupils grew wide and glowed a slight tinge of red. "Everyone, move in."

 _ **The TARDIS, Outside the Home of Twilight Sparkle, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Twilight couldn't help but smile at the sight of her intact home through the open TARDIS doors. "Now be careful out there," the Doctor said to Opal as she made her way towards the door. "The armies are closing in so all hell's going to break loose."

"I've seen wars before, Doctor. I'm no rookie," Opal said with a smile.

"Besides, she won't be alone," Clockwork chimed in. Bright Eyes and Colgate nodded.

"I might as well come along with you lot as well," Matilda said with a wink. She turned back to the Doctor. "Sorry, sweetie. They're my teammates after all."

"I don't think I need to tell _you_ to be careful," the Doctor said as he chuckled.

Matilda laughed and nodded. "You're right. You don't."

Jenny stepped forward, one of her various weapons at the ready. "I suppose you all could use some of my firepower," she said before looking at the Doctor. "Or maybe I should stay with you."

"They could use your protection, Jenny," the Doctor said. His eyes grew wide and warm as he approached his daughter. He took one of her hands in his hooves and smiled. "I'm not losing you again. So if anything takes a wrong turn, you can bet that I'll be there to help you."

Jenny smiled back. "Same for you. If you're in over your head again, I'll come running."

The Doctor raised an eyebrow and scoffed. "What's this _again_ business?" The father and daughter simply laughed and gave each other a quick hug.

"Don't worry about the Doctor," said Derpy. She looked back at Twilight, Spike, and the rest of her friends. "I think he's got more than enough protection."

"He sure does," Jenny agreed.

The Doctor turned back to Opal. "Good luck. I can assure you that this ends today, Opal. You and your family will be happy and safe again," he said. Opal walked over to the Doctor and suddenly wrapped him up in her forelegs. "Whoa! What's this for?"

"We didn't really hug much, Doctor. Usually when we did, there was some horrible war or catastrophe going on," Opal explained as she slowly stepped back. "You were always willing to comfort me during my earlier days of traveling. I'm just returning the favor."

"After all this is over, maybe I'll take you and your family somewhere nice for a vacation. You look like somepony who could use one."

"I think we _all_ could use a vacation after this," Rainbow Dash said.

"Can't argue with that," Applejack agreed.

"See you soon, Doctor," said Opal. The Doctor smiled at her and nodded. Opal then nodded at her small group before exiting through the TARDIS doors.

"Game on then," Colgate sighed as she marched out alongside Matilda, Bright Eyes, Clockwork, and Jenny.

Twilight turned to Twi and her group. "What are you all going to do?" she asked.

Twi stepped forward. "I need to find Flash. I need to learn the truth behind what's happened to him," she answered.

"What makes you so sure that he's here, darling?" Rarity the human asked.

Twi looked back. "He's here. I can feel it."

"Well, we're with you every step of the way," said Shining Armor as he placed a robotic hand on Twi's shoulder.

"Yeah!" proclaimed Spike the human as he took hold of one of Twi's hands.

A few tears rolled down Twi's cheeks. "Thank you, everyone," she said.

"Just be careful out there," Twilight said as she took a step towards her dimensional double.

"Don't worry yourself about her or us," said Applejack the Cyberman.

"Yeah! She's with us and is a total badass!" said Rainbow Dash the Cyberman. "What could possibly go wrong?"

Everyone and everypony instantly flinched. "Did you _really_ just ask that?" asked Spike the human.

"That's among the top five things you shouldn't say during a war," Spike the dragon added.

Rainbow Dash the Cyberman sighed. "Point is we'll keep Twilight here safe."

The sound of explosions and gunfire began to echo from the distance. "We better hurry then," said Shining Armor.

"Right," said Twi with a nod. She turned to the Doctor, Twilight, and everypony else one last time. "Thank you. For everything."

"Don't mention it," the Doctor replied.

Twi nodded and then dashed out of the TARDIS with Shining Armor, Spike the human, Rarity the human, Fluttershy the human, Applejack the Cyberman, and Rainbow Dash the Cyberman by her side. The Doctor flipped a switch and the TARDIS doors swung close.

"We better hurry and find Donna," said Twilight.

"Shouldn't be too hard to find a human flying through the sky on a robot dragon," Spike stated.

"Twilight?" the Doctor asked.

"Yes, Doctor?" Twilight asked back.

The Doctor presented a bag to Twilight and flung it over her shoulder. "Can you keep this safe for me, for the moment?"

"Sure. What is it, if I may ask?" Twilight glanced inside to see a video camera sitting within its depths.

"It's one of Discord Whooves's Paramae."

Twilight gasped. "Paramae?! You mean-"

"Yes. I hope you remember the briefing I gave you about the subject earlier. I found it in Manehattan. We'll have to keep it with us until we're able to destroy it."

Derpy suddenly glanced into her own bag to see the mysterious silver box from Jenny shining back at her.

"I'll look after it as long as you need me to, Doctor," Twilight said with a nod.

The Doctor smiled at Twilight. "But first we need to get Donna and the Elements to safety." The Doctor began working the controls. "Hold on, everypony. This is going to be a very bumpy ride." The Doctor pulled a final lever and everypony held on as the TARDIS became airborne.

 _ **Outside Café Hay, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

The scent of burning plastic and hay attacked Discord Whooves's nostrils as he raced down the street. Renet was running right alongside him. The outside eating area of the nearby café was coated with random patches of fire and smoke. A few Cybermen flew overhead. Discord Whooves was a little caught off guard when he realized that the others had vanished. "What happened to everypony else?" he asked as he looked back.

"I don't know!" Renet replied as she shook her rainbow mane. "We must have gotten separated when the princesses showed up!"

"No matter. We don't have to be together to get the Elements." Discord Whooves looked towards the sky just in time to see the familiar blue police box rise towards the clouds. His eyes glowed green with envy as he stared at the rising TARDIS. "Tell me, Renet, do you think you could catch up to _that_?"

Renet glanced up at the TARDIS and snickered. "No problem."

Discord Whooves took one of Renet's forelegs and flapped wings. "Good to know."

Renet nodded and looked upwards. With forelegs locked together, they took to the sky.

 _ **The TARDIS, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"Looks like the action's already begun," said Rainbow Dash as she, Applejack, and Fluttershy looked at one of the console's scanners. The scanner depicted a map of Ponyville with seemingly thousands of dots scattered about.

"I'm fine being in here," said Fluttershy with a shiver.

"You'd think we would have found her by now," said Twilight as she glimpsed at the screen.

"I'm working as fast as I can," said the Doctor as he worked the controls.

Suddenly, the entire TARDIS shook. Fluttershy shrieked. Rarity gasped. Pinkie Pie jumped high into the air and slowly drifted back down to the ground like a piece of paper.

"What was that?" Spike asked with a gulp.

"Cyberman?" Derpy guessed.

"No. That didn't pack the punch of a Cyberman," the Doctor said as his eyes fixed on the doors. A loud groaning began to emanate from outside the threshold. A soft siren started to whale off in the distance from deep within the TARDIS.

"That definitely doesn't sound good," said Rarity.

"It almost sounds like…the TARDIS is _crying_ ," Twilight said as she turned to the Doctor.

"That's because she is," the Doctor confirmed. "Ready yourselves."

The doors to the TARDIS suddenly flung inwards. The whaling siren grew louder. "Oh dear!" gasped Fluttershy. She quickly stepped away from the familiar, dark stallion standing in the doorway.

Discord Whooves kept his composure as the harsh winter winds flapped against his wings and mane. He took a deep breath and sighed. "It feels good to be home," he chuckled.

Twilight acted quickly. She sent a magical blast at Discord Whooves.

Renet appeared from behind Discord Whooves, raised her wings, and took the full force of the attack. "That all you got, wimp?" Renet teased.

Twilight snarled. "How could you even get in here?!"

"Honestly, Twilight. Do you really think I don't know the secret to opening a TARDIS?" Discord Whooves asked with his signature grin.

"But you're clearly an idiot," Rarity stated. "In case you didn't notice, you're outnumbered."

"YEAH!" shouted Spike, Pinkie Pie, and Rainbow Dash in unison.

Discord Whooves raised an eyebrow. "Am I?" he asked. Through the open doorway, the outlines of several flying Cybermen could be seen. The Doctor quickly moved towards a special lever underneath the console. Discord Whooves cleared his throat. "Fire!"

 _ **Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"Slow down!" Donna shouted as Firefly shot through the cloudy sky.

 _Look back. Do you want to die faster?_

Donna glanced back to see Black Sun hot on their tail. Donna looked forward again. "This is fine." Up ahead, Donna could make out several figures in the clouds. "I don't think we should go that way!"

 _My sister is in trouble._

"Your _sister_? What are you-" Donna's voice left her as the TARDIS came into view. It was surrounded by a circle of armed Cybermen.

 _Hold on!_

Donna tightened her hold on the seat as Firefly flew towards the Cybermen. Their blasters were preparing to fire as the duo plowed through the perfect circle. Several Cybermen were sent spiraling down to the ground below. Some managed to fire but only two Cybermen managed to make a solid hit. Unfortunately, one of the blasts soared right through the open TARDIS entrance. Donna could hear screams from within. "We have to help-" Donna didn't get to complete her sentence as Firefly took a sharp dive. She looked back to see Black Sun knock a damaged Cyberman out of her way. She then kicked off the side of the TARDIS and dived towards them. "Go, Firefly! Go, go, go!"

 _ **The TARDIS, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

An endless shower of sparks rained down from the damaged console column. Smoke began to fill the air. Everything shook as a powerful force collided with the exterior of the ship. The Doctor just barely managed to make out the outlines of Black Sun and Firefly disappearing into the clouds. The TARDIS suddenly leaned at a very dangerous angle. The Doctor grabbed onto the nearby railing but his hearts nearly stopped as Twilight fell past him. "TWILIGHT!" the Doctor called.

"I got her!" said Derpy as she flew towards the falling Twilight. Renet suddenly reached out and kicked Derpy straight in the face. The blind-sighted Derpy lost her aim and proceeded to crash right into Pinkie Pie, who was holding onto a nearby railing. Derpy and Pinkie fell out through the open TARDIS doors alongside Twilight.

"DERPY!" cried Fluttershy.

"PINKIE PIE!" cried Rarity.

"DAMN YOU!" Rainbow Dash shouted as she flew down towards Renet and punched her square in the jaw. Rainbow Dash and her clone proceeded to fly out through the TARDIS doors as well.

The TARDIS quickly rebalanced itself and everypony fell back onto the floor. "That's it. Enough games!" snapped Discord Whooves. He grabbed his bowtie and ripped it off. Instantly, the bowtie transformed into a sleek, black sword that was clasped perfectly in Discord Whooves's forehooves.

"A _bowtie_ sword?! _Really_?!" asked Rarity.

Discord Whooves turned to Rarity and charged at her, sword raised high in the air. Rarity shrieked as the sword came down towards her. A loud _clang_ rang out as another sword appeared out of nowhere and blocked Discord Whooves's attack. The Doctor pushed Discord Whooves away and raised his own sword.

Discord Whooves smirked. "Haven't seen that sword in a while," he commented before raising his own sword once again. Sparks continued to fly down from the center column as the Doctor's and Discord Whooves's swords clashed again.

 _ **Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Derpy tried to regain balance as she fell through the air. Her bag was smacking her in the face every few seconds. Wind was ripping through her body like a sharp knife. She looked up to see the TARDIS disappear into the clouds. She looked around for any sign of her friends. "Twilight?! Pinkie Pie?!" she called as she attempted to turn over and fly once again.

"Over here!" cried the sound of Twilight's voice. Derpy looked to see Twilight appear a few feet away from her through the blanket of clouds. An unconscious Pinkie Pie was held firmly in her grasp. Twilight reached out one of her forehooves. "Take my hoof!"

Derpy tried her best to regain control. Everything was spinning around her. The blanket of clouds vanished and a clear view of Ponyville appeared. Plumes of smoke could be seen rising from every other direction. Cybermen were either flying around or moving about the grounds. Various soldiers could be seen taking on the Cybermen in both the air and on land. Other mutants and creatures could also barely be seen charging out from the depths of the Everfree Forest. Derpy turned back towards Twilight and Pinkie Pie. Managing to catch a bit of balance with one of her wings, she flung herself over to her friends. Derpy wrapped her forelegs around Twilight and a flash of purple enveloped the three mares.

 _ **Outside the Schoolhouse, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Twilight didn't teleport exactly where she wanted. She hit the roof of the schoolhouse hard and rolled off the side like a ragdoll. A mound of snow managed to soften her fall but her body still felt incredibly sore. Pinkie Pie rolled off the roof as well and landed a couple feet away.

Derpy landed on the roof but came to a stop above the rain gutter. "Are you okay, Twilight?" Derpy asked as she leaned over the edge of the roof, her vision still slightly fuzzy.

"I've been better," Twilight groaned in response. She slowly stood up and brushed the snow out of her mane. She walked over to Pinkie Pie as Derpy descended into the snowy playground.

Derpy shuffled her hooves nervously as she approached Twilight and Pinkie Pie. "Is she okay?"

Twilight glanced at Derpy and nodded. "She'll be fine. Just a little bump on the head."

Derpy lowered her head. "I'm sorry."

"It's not your fault." Twilight had an incredibly stern look etched into her face. "Don't you dare start blaming yourself."

Derpy took a deep breath, exhaled, and gave a small smile. "Okay, Twilight."

Pinkie Pie's eyes slowly opened. She placed a hoof on her forehead and looked up at Twilight and Derpy. "What'd I miss?" she asked with a weak smile.

Twilight and Derpy shared a relieved laugh. Suddenly, Twilight's eyes went wide. She began feeling and looking around for something. "Where is it?!" she asked.

"Where's what?" Derpy asked.

"My bag!"

"Your bag?"

"Yes, my bag! I was looking after the Paramae that the Doctor found, remember? Oh I hope I didn't lose-"

"There it is!" Pinkie Pie exclaimed. She stood up and pointed at a brown bag lying in the snow a few feet away.

"Thank Celestia!" Twilight sighed with relief as she ran over to the bag. As she picked up the bag, however, her dread returned. "It's…empty." Just then, she saw a video camera lying in the snow about a foot away. Relief returned once again. "Nevermind. It just fell out." Twilight reached towards the camera. As she did, she noticed that the flip screen was now open and facing her. Twilight expected to see her reflection in the screen. Instead, she saw a pair of deep green eyes. "What-" A blast of green energy shot forth from the camera, knocking Twilight through the air and into another bank of snow.

"Twilight!" cried Derpy and Pinkie Pie. They ran over to where Twilight had landed.

"What the hay just happened?!" Derpy asked.

Twilight groaned with pain as she stood up. "I don't…" Twilight trailed off as a new sight caught her attention. Derpy and Pinkie Pie followed Twilight's gaze. They too fell silent.

A human woman with flowing red hair was levitating inches above the ground a couple feet from them. Her eyes were deep green, black tears rolled down her cheeks, her entire body was somewhat transparent, and the snow and earth beneath her floating form appeared to rot into an ugly tar.

"That…doesn't look good," Pinkie gulped.

 _ **Outside the Clock Tower, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Twi exited the clock tower alongside Spike. Fluttershy, Rarity, Shining Armor, Applejack, and Rainbow Dash were waiting for them. "Any luck?" Shining Armor asked.

Twi shook her head. "No. I couldn't see him anywhere," she replied.

The battle was in full swing now. Soldiers were fighting Cybermen and abominable mutants all throughout the town. Not a second was passing without the sound of distant screams, shouts, bursts of magic, and gunfire.

"We should get away from the Clock Tower," said Applejack. "We're just a bunch of open targets here."

"I don't mind that. I'm itching to kick some real Cybermen butt!" Rainbow Dash laughed.

"You can have all the fun for us, Rainbow Dash," Rarity said with a wave of her hand and a smirk.

Spike looked at Twi and grabbed her hand. "We'll find Flash, Twilight. Don't worry," he said with a warm smile.

Twi smiled back at Spike. "Thank you, Spike."

Rarity glared at Shining Armor, Applejack, and Rainbow Dash. "Can't any of you use some sort of scanner to locate him or something?" she asked.

"Not really. We're not connected to the hive mind so our internal GPS systems aren't working all that great," Shining Armor explained.

Rarity smirked again. "Some use you all are-"

"LOOK OUT!" shouted Applejack. Applejack lunged at Rarity and pushed her out of the way. A massive Cyber-Gorilla came plummeting out of the sky and landed right where Rarity had been standing. Applejack picked herself and Rarity up before looking at Rarity. "You gonna finish that?"

Rarity whipped out her wand. "Nevermind!"

Two more Cyber-Gorillas fell out of the sky. One landed next to the first while the third crashed through the clock tower, causing half of the structure to collapse. Dust filled the air from the destroyed clock tower as the Cyber-Gorillas sprang into action.

Twi and Rarity shot various spells at the monstrosities. Shining Armor fired some projectiles while Applejack and Rainbow Dash engaged in hand-to-hand combat with the Cyber-Gorillas. Spike shot some fire from his hands before grabbing Fluttershy and pulling her to safety.

"Those poor gorillas," Fluttershy said as she followed Spike. One of the Cyber-Gorillas pushed its way past Rainbow Dash and flung itself at Fluttershy and Spike.

"NO!" Twi shouted as she sent a spell flying. The spell missed and Twi's heart jumped as the beast reached its massive hands towards Spike. Then…it froze.

Twi watched in confusion as everything around her seemingly froze in place. Everyone and everything stopped moving. The sounds of battle instantly silenced. Time itself had come to a halt.

As Twi tried to comprehend what had just happened, a blur shot across her field of vision. In the blink of an eye, the three Cyber-Gorillas were gathered up and thrown off into the distance. Twi's heart skipped another beat as the blur came to a stop in front of her. Her eyes widened as she realized that the figure now standing before her was Flash. Patches of his skin appeared to be chipping away to reveal a metallic skeleton, his eyes were fading between their signature blue and a harsh red. His entire body was shaking.

"Hello, Twilight," he said with a somewhat robotic echo in his voice.

Twi took a few steps forward. "Flash…how-"

Flash spread his arms out and smiled. "Crazy, right? It's some ability I have now, I suppose. But I can't hold it for long."

Twi pointed at a patch of exposed skeleton on Flash's neck with a shaking finger. "Flash…what-"

Flash rubbed his exposed metallic bones and sighed. "Yeah…this is new to me too." He took a few steps towards Twi. "Listen, Twilight, I don't have a lot of time. So while I still can, I want to tell you the truth." He grabbed one of her hands and Twi silenced her heavy breathing. "I was on a simple mission a little while ago. We were ambushed. Everyone was killed. I thought I was done for. Then I blacked out. While I was out, I had a…vision of sorts. For a while, I thought it had just been a nightmare. But I can see now that was just me being delusional about it. I didn't want to accept what it could mean. In the vision, I saw you enveloped in gold fire. You…you burnt to a crisp." Flash paused for a second. "When the vision ended, the next thing I knew I was running back into headquarters and you had mysteriously disappeared." Twi felt a knot form in her stomach. "That's what my problem was. I think…I saw your death." Flash paused again. "Maybe you know what it really meant. Maybe there's a way to prevent it. I don't know. But I have a feeling that…it may have something to do with how this all ends."

"I've been seeing things recently," Twi said suddenly. "Weird visions. Golden ponies. Golden people. Golden wolves. I wasn't sure what it all meant. Hell, I _still_ don't completely understand how it all works. But…now I have an idea."

"Follow the Bad Wolf," Twi and Flash said together in unison. They looked at each other in stunned silence.

"Whoa. Where did _that_ come from?" Flash asked.

"I don't know. But whatever it is, it may hold the key to finally defeating Discord Whooves," Twi answered.

Flash tightened his grip on Twi's hand. "Then you do what you have to do. I believe in you, Twilight Sparkle."

Twi grabbed Flash's hands with both of her hands and tightened her own grip. "You're coming with me!"

Flash chuckled sadly. "I can't, Twilight. Look at me. I've been turned into some weird tool like Shining Armor, AJ, and Rainbow Dash. I obviously didn't turn out as planned right away but…I'm losing control. I can hear another voice calling to me."

"I can help you, Flash! We can all help you! We managed to help prevent Discord Whooves from controlling Shining-"

"Discord Whooves didn't do this to me, Twilight."

Twi's eyes widened again. "What?"

"This isn't the work of Discord Whooves. It's not his voice that I hear in my head."

"Then who-"

Flash vigorously shook his head. "I don't know." He stared deep into Twi's eyes. "It could be something or someone bigger than Discord Whooves for all I know. But I can tell that they didn't do this to me for good reasons." Flash paused. "And I'm not going to let them have me."

The knot in Twi's stomach grew bigger. "Flash…what are you going to do?"

Flash suddenly pulled Twi forward into a deep, passionate kiss. It felt like it lasted a lifetime though it was only for a few seconds. Flash broke the kiss and stroked the side of Twi's face. "I love you, Twilight Sparkle. I always will. Help the Doctor win this war. Defeat that son of a bitch Discord Whooves. If worse comes to worst…I'll be waiting for you."

Flash began to part away but Twi held on. Tears were beginning to roll down her face. "No! I…I don't want you to die! Don't you dare die, Flash Sentry!"

Flash gave a sad laugh as he looked straight at Twi. Time began to slowly move again. "I'm afraid it's too late for that, Twilight." His eyes turned bright red and a single oil tear rolled down his face. "I'm already dead." Flash smiled and closed his eyes. His entire body then began to dissolve into a cloud of ash. Twi could only watch in horror as Flash Sentry faded away into nothing. The spell was lifted and time began to move again.

"Where did the gorillas go?" Applejack asked.

"Aw man! I was about to get a good hit in!" Rainbow Dash groaned.

"That's horrible, Rainbow Dash!" Fluttershy scolded. "Those poor gorillas couldn't control what they were doing!"

"Twilight? Are you okay?" Spike asked. Twi had wrapped her arms around her torso. A thick stream of tears was rolling down her face. However, not a single sound was coming from her mouth. She was frozen in place. Spike approached Twi and grabbed her sleeve. "Twilight?"

Twi looked down at Spike and instantly pulled him into a hug. "He's gone. He's gone," she stammered into Spike's shoulder. All Spike could do was hug Twi back. Twi looked over Spike's shoulder to see a golden wolf staring at her. The wolf turned towards a moving black mass hidden behind a cloak of clouds in the distance. It then took off at a brisk sprint. Twi wiped her tears away and ended the hug. "Come on!" Twi began to race after the wolf.

"Twilight? Where are you going?!" Rarity called. Twi didn't answer. She just kept running.

"Come on! After her!" ordered Shining Armor as he raced after his sister. The others followed quickly behind.

 _ **Outside the Schoolhouse, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Twilight, Derpy, and Pinkie Pie slowly backed up as the ghastly phantom woman glided towards them. Twilight looked at the camera, which was now surrounded by a bright green aura. "We need to destroy that thing!" Twilight said. She aimed her horn at the camera and shot a bright beam of magic at it. The spell simply bounced off and collided with the side of the schoolhouse, causing part of the wall to break apart. Twilight gulped. "Cheerilee's not going to be happy about that."

The phantom woman laughed. " _You_ destroy _me_?" she mocked. Two voices could be heard, one of a young woman and the other of Discord Whooves. "What a riot! The failure student who allowed an all-out invasion of her home dimension. Oh my, how disappointed Princess Celestia must be of you!"

Twilight felt a cold shiver run down her spine. "Shut up!" She sent another beam of magic at the camera. Once again, the spell bounced off and lit a nearby tree on fire.

The woman laughed like a maniac. "Oops! Another mistake. How many does that make?"

Twilight stepped forward. "SHUT UP" Twilight shot a more powerful spell at the camera. For the third time, the spell was rebounded and it broke several of the schoolhouse's windows.

The woman's smile grew as she glided closer to the three mares. The snow and earth beneath its ghostly form bubbled and twisted into black rot. "Can't do anything right, Twilight Sparkle. Can't destroy a simple camera. Can't protect her friends. Can't even win the affection of the stallion she adores."

"SHUT UP ALREADY!" Twilight's eyes began to glow bright green.

Derpy grabbed Twilight. "Twilight, calm down!" she cried. "Don't you see? It's trying to manipulate you!"

Twilight turned around and blasted Derpy and Pinkie Pie with her magic. The two mares flew several feet back and crashed into the side of the playground slide. "YOU SHUT UP TOO! I NEED TO DESTROY IT! I MUST DESTROY IT!" Twilight proceeded to shoot a flurry of spells at the camera. Each one rebounded and destroyed another part of the schoolhouse. With every spell, Twilight appeared to grow weaker and weaker.

The ghostly woman moved closer and closer to Twilight, her arms outstretched. "Come here, Twilight. I turn all failures like you into winners," she said.

Derpy turned to Pinkie Pie. "We need to destroy that camera!" she said.

"Why are you looking at me?" Pinkie Pie asked. "I don't know how to do it!"

"You're telling me that you don't have some sort of ultimate weapon hidden in your mane or something?"

"I have many things in my mane." Pinkie reached into her mane. "Confetti, party cannon, leftover cake from Donna's welcome party…no ultimate weapon." Pinkie pulled her hooves out of her mane. "Sorry."

Derpy's heart began to race as Twilight began to be surrounded by the ghost woman's bubbling tar. Suddenly, her eyes turned downwards towards her own bag. "Wait a minute." She reached into her bag and pulled out the silver box that Jenny had given her and Twilight earlier.

Jenny's words floated through Derpy's mind. " _He just said that you'd know the right time to open the case._ "

"Is it time?" Derpy asked herself. She looked up to see the woman reaching out to Twilight. Derpy nodded. "It's time!" She quickly flipped the latches and opened the lid. Inside the case, which appeared to be somewhat bigger on the inside, sat a huge white fang. "A…fang?"

Pinkie suddenly gasped. "Where did you get a Basilisk fang, Derpy?!" she shrieked.

"Uh…long story."

"That thing can definitely destroy the camera!"

Derpy paused. "How do you know that?"

Pinkie stood up and pulled Derpy up along with her. "Trust me, Derpy. I read about it in a children's fantasy book." Derpy's eyes inverted slightly. Pinkie pushed her forward. "Go! I'll distract the mean lady!" Pinkie bounced off towards Twilight and the woman while Derpy began to sneak her way towards the camera.

The woman reached for Twilight's neck. "That's it. Just give in, Twilight," the woman cooed. Just then, Pinkie jumped right next to the woman. The woman turned to Pinkie and her smile widened. "Eager to join your friend?"

Pinkie took a huge breath…and began to sing. " _When I was a little filly and the sun was going down, the darkness and the shadows, they would always make me frown!_ " Pinkie sang.

The woman's smile faded. "What are you doing?"

" _I'd hide under my pillow from what I thought I saw, but Granny Pie said that wasn't the way to deal with fears at all!_ "

"Stop singing."

" _She said, 'Pinkie, you gotta stand up tall! Learn to face your fears! You'll see that they can't hurt you! Just laugh to make them disappear!'_ " Pinkie began to bounce around the woman. " _Ha! Ha! Ha!_ "

"You can't defeat me!"

" _So, giggle at the ghostly!_ "

"Quiet!"

" _Guffaw at the grossly!_ "

"Silence!"

" _Crack up at the creepy!_ "

"You can't win!"

" _Whoop it up with the weepy!_ "

"Just give in!"

" _Chortle at the kooky!_ "

"Shut up!"

" _Snortle at the spooky!_ "

"Enough of this!"

" _And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha... heh..._ " Pinkie got right up in the woman's face. " _Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!_ "

The woman suddenly hit Pinkie across the face, sending her flying into a nearby tree. "I'll deal with you after I'm done with Twilight here!"

Pinkie looked up, a large burn mark present on her right cheek. She let out a few pained laughs as she pointed past the woman. "Joke's on you!"

"What?" The woman turned away from Pinkie. Derpy was standing over the camera. The Basilisk fang was held tightly in her forehooves and was aimed right at the camera. The woman flew towards Derpy. "STOP! NO!" Derpy brought the fang right down into the open flip screen. The woman came to a halt and let out a terrible scream. Her entire form began to dissolve and break apart like burning paper. A blood-like substance began to ooze from the stabbed camera. Derpy stepped back as the camera suddenly erupted into a ball of green flames. The woman then also exploded into a cloud of dust and ash. As the smoke faded away, a ghostly image of Discord Whooves's angry eyes could be seen fading away into thin air.

Derpy let out a huge sigh of relief before running over to Pinkie. "Pinkie Pie! Are you okay?" She helped Pinkie stand up. Derpy flinched upon taking a look at the burn mark on Pinkie's face. "That looks bad."

"It's okay. I'll live. Believe it or not, I've had worse burns at Sugar Cube Corner," Pinkie said with a smile.

Derpy and Pinkie then turned to Twilight, who was sitting silently in the middle of the now frozen tar. "Twilight!" gasped Derpy before running to her side. "Twilight? Are you okay?"

Twilight looked at Derpy and Pinkie. Her eyes were normal again but were now filled with anger and embarrassment. "I'm a failure," she sighed.

"No you're not!" Derpy argued.

Twilight rolled her eyes. "Of course I am. Look at me. That… _thing_ easily manipulated me. I gave in so quickly."

"Twilight Sparkle!" Pinkie Pie snapped as she grabbed Twilight by the sides and stared straight into her eyes. "You are no failure! You are an excellent student and an amazing friend. So what if you got somewhat possessed by some dark magic from another dimension? You're still awesome! And if you ever stop thinking that you're awesome, I…I'm going to bake your least favorite cupcakes for your birthday!"

Twilight slowly smiled and chuckled. "I thought it was Rainbow Dash's job to be awesome."

Pinkie Pie nodded. "It is. But now it's your job too!" Pinkie leaned in and brought her voice down to a whisper. "Just don't let Rainbow Dash know. She might not like sharing awesome status with you."

Twilight laughed. "Thank you, Pinkie Pie." She proceeded to give quick hugs to Pinkie and Derpy before standing up.

"So what now?" Derpy asked.

"We try to help the Doctor as best we can," Twilight replied.

"As always."

Twilight nodded. "Right. As always."

 _ **The TARDIS, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor leapt out of the way once again to dodge yet another sword attack from Discord Whooves. "Is this all you've got, Doctor?" Discord Whooves laughed. "Dodging and blocking?"

"I've got plenty of moves!" the Doctor replied before lunging at Discord Whooves and pushing him towards the open doorway. Discord Whooves kicked back and swung his sword at the Doctor once again. Spike stepped in and sent a small plume of flames his way. Discord Whooves dodged the fire and went for Spike. The Doctor jumped between Spike and Discord Whooves and, one again, blocked the attack. Discord Whooves spun around the Doctor and raced toward the control console, which was still spewing out sparks.

"No you don't!" said Applejack as she twirled around the console and kicked Discord Whooves with her hind legs. Discord Whooves fell back and suddenly let out a scream of pain. Applejack gave a smug grin. "Guess I have more kick than I thought."

"This isn't you, idiot!" Discord Whooves hissed. He clutched his chest tightly. His wings began to flap wildly and his eyes grew wide. "I've lost one. I've lost one. How could I lose one?!"

The Doctor charged at Discord Whooves. "I think it's time you left my TARDIS!" he shouted. Discord Whooves lunged for the controls and grabbed a random lever. A new shower of sparks rained down as the TARDIS suddenly leaned at a dangerous angle and began to shoot towards the ground. Fluttershy, Rarity, and Spike screamed while holding on to each other. Applejack grabbed on a nearby railing. The Doctor and Discord Whooves aimed their swords at each other while Discord Whooves laughed madly. The Doctor glared at his evil duplicate. "You're not destroying my TARDIS too."

"Okay. Stop me then, Doctor!" Discord Whooves jeered. The Doctor and Discord Whooves were about to swing their sword again when the TARDIS collided with something tough on the outside. The TARDIS doors flung around like crazy, one of the railings broke, more sparks fell down, and one of the columns caught fire. The Doctor reached forward and grabbed Discord Whooves. Another huge jolt sent the two stallions falling through the open doors.

 _ **Outside Sugar Cube Corner, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Monty kept Francis and Julianna close as he followed Trixie, Oswin, and Zecora to the side of Sugar Cube Corner. The group hid behind a pile of discarded delivery boxes as a group of Cybermen passed by. "This is insane!" Monty exclaimed. "We need to find a way out of town!"

Oswin turned towards everypony. "I promise that I'm going to keep you all safe. I promise," she said with a warm smile.

"What the hay?!" gasped an unfamiliar voice. Zecora jolted as the once-unconscious mare on her back suddenly awoke and jumped up. Daring Do groaned as she lowered herself back down to the ground. Her bandaged areas still hurt. "Where…how?"

"Easy now, your wounds need time to heal," said Zecora. "Unless pain is what you wish to feel."

Daring Do sighed as she leaned against the side of Sugar Cube Corner. "Just…just tell me where I am."

"We're in Ponyville and all hell's breaking loose!" Francis replied.

"Francis! Language!" Monty scolded.

Francis lowered his head. "Sorry, Dad."

"You've been out for a while but we're in serious danger," Monty explained as he turned to Daring Do.

"I can tell," said Daring as she looked around. "Cybermen are everywhere."

Trixie awkwardly approached Daring. "I'm Trixie," she said. "Um…so…are you…really Daring Do?"

Daring smirked. "Of course. Who else could I be?"

"Awesome!" said Francis and Julianna in unison.

Trixie and Monty looked at each other. "Honestly, I've seen weirder things," said Monty.

"Weirder than a fictional character coming to life?" Trixie asked.

Monty raised an eyebrow. "You _do_ realize that we are currently witnessing a robot invasion of Equestria, right?"

"Fair point."

"Quiet!" Oswin hissed. "Someone's coming!"

Everypony ducked as somepony came into view. Trixie looked over the boxes and was shocked to see Twilight Sparkle casually walking down the street. "It's okay, everypony! It's Twilight Sparkle," said Trixie.

"What's Twilight doing walking around on her own during all of this?" Monty asked. "Shouldn't she be with the Doctor?"

"We could use her help." Trixie stood up and approached Twilight. "Well, well, Twilight Sparkle. We meet again."

Twilight jumped and looked at Trixie with a frightened expression. "Do…do I know you?" she asked.

Trixie was taken aback. "Uh…yes! It's me! Trixie! Now's not the time for jokes, Twilight!" Twilight awkwardly began to step away from Trixie. Trixie tilted her head in confusion. "Twilight…what's wrong?"

Twilight looked down. "My name's not-"

"LOOK OUT!" shouted Daring Do as she flew over the boxes and grabbed Trixie. The two mares just barely managed to avoid being sliced by a huge knife. Daring and Trixie turned to see a young woman with familiar pink hair land in front of them. Daring snarled at the woman. "YOU!"

Pinkie Pie the human giggled with glee as she branded two large knives. "I thought I killed you back at the hospital," she stated with a sadistic tone. "Oh well. No matter. Looks like I'll be able to kill you again!" Pinkie turned to Twilight. "Thanks, Thalia!"

Monty gasped, "THALIA?!"

Pinkie turned towards the others and laughed again. "More friends to play with!"

"Forget them! Fight me! I'll take you on!" snapped Daring. She stepped forward but fell to the ground with a loud groan.

Pinkie smiled as she looked down at Daring. "My last present still hurts? That's good." She began to approach Daring but Trixie stepped in between them.

"Leave us alone!" Trixie ordered as she shot a small ball of magic at Pinkie. However, Thalia awkwardly stepped forward and placed a shield between Trixie and Pinkie.

"Thanks again, Thalia!" Pinkie said with a smile.

"Just doing my job. It's what Mr. Whooves told me to do," said Thalia.

Suddenly, Pinkie jumped to the side as a small projectile shot past her. Oswin aimed her blaster at Pinkie and shot several more times. All of her attacks were either dodged or blocked by Thalia's magic. Pinkie raced towards Oswin with her knives. Trixie tried to send another blast of magic at Pinkie but her head raced with pain. Oswin dodged Pinkie's knives but Pinkie managed to kick the blaster out of Oswin's hands.

"Any good without your blaster?" Pinkie teased.

Oswin raised her fists and beckoned Pinkie to continue. "Come at me and find out," Oswin replied. Pinkie swung her blades at Oswin like an unstoppable machine. Oswin quickly and expertly dodged the attacks. Oswin and Pinkie became a flurry of motion. Pinkie managed to cut Oswin's left arm at one point and Oswin proceeded to kick one of Pinkie's knives away. The others could only sit and watch the fight unfold.

"What the hay?!" gasped a familiar voice. The fight temporarily halted. Everyone and everypony turned to see Twilight Sparkle, Derpy Hooves, and Pinkie Pie standing a few feet away.

" _Two_ Twilight Sparkles?!" asked Trixie. "And I thought _one_ was more than enough."

"Trixie?! Zecora?!" Twilight continued to gasp.

Pinkie the pony pointed at Pinkie the human and shrieked. "It's the bad me!"

Twilight sent a blast of magic at Pinkie the human but Thalia was able to successfully block it. The unicorn and her twin locked eyes for the briefest of moments. Twilight was surprised to see a bit of fright in her duplicate's eyes. But thoughts of her clone's future came roaring back to her. Her evil acts. Her selfish ways. Her inevitable transformation. Twilight held nothing back as she sent a stream of magic at Thalia. Thalia quickly responded and sent her own stream of magic. The two magic beams collided.

"Hold on, Twilight!" Derpy and Pinkie cheered.

Twilight and Thalia dug their hooves into the snow as the massive ball of magic in the middle of their streams slowly moved back and forth. Powerful magical winds blew outwards from the point of collision. Oswin took her eyes off the magic duel just in time to dodge a new attack from Pinkie the human. Suddenly, Pinkie reached into one of her pockets and pulled out a mysterious vial filled with a black substance.

"What the hell is that?" Oswin asked.

"A special potion. A gift from the boss," Pinkie the human laughed. "It what's made me the wonderful woman I am today!" Oswin gulped. Pinkie smiled darkly as she removed the cap. "I wonder what it'll do to someone like you." Pinkie the human ran towards Oswin, laughing madly as she did. Oswin moved quickly. She ducked under Pinkie and gave her a solid punch under the jaw. Pinkie fell down but the vial in her hand flew up into the air. Oswin watched as the vial fell down towards Thalia. Oswin reached out but it was too late.

The vial smashed on top of Thalia's head. The magic stream was broken and the ball of magic flew up into the sky, smashing into several Cybermen as it went. Thalia let out a terrible scream as the strange potion cloaked her body. Random bursts of magic erupted from her horn. Twilight watched in horror as the fear in her clone's eyes was slowly replaced by that of anger and obsession. Thalia's colors began to invert and change. A swirling cloud of magic appeared around Thalia. Everything seemed to freeze as Thalia let out what final scream. An explosion of magical energy erupted in the middle of the street. Thalia shot high into the sky and out of view. A powerful shockwave spread out and knocked everyone and everypony back. Snow flew everywhere. The windows of Sugar Cube Corner and other surrounding buildings violently shattered. Then…it was quiet.

Oswin dusted the snow off her as she sat up. Her vision cleared as she examined the current situation. She could see some of the others picking themselves up. Others had been knocked out by the magical explosion. Unfortunately, Pinkie Pie the human wasn't one of them. Oswin felt her heart stop as she saw the human Pinkie raise a knife and slowly approach the downed Trixie.

"I'm not retreating without killing one of you," giggled the human Pinkie Pie as she raised her knife above Trixie. Trixie weakly looked up. Her eyes widened.

"No," Oswin said under her breath. She looked and miraculously noticed the knife she had kicked out of Pinkie's hand earlier. "No." She jumped up, grabbed the knife, and ran towards Pinkie. "No!" Pinkie was beginning to bring the knife down. Trixie prepared for the attack. Oswin raised her own knife. "I'M NOT LETTING YOU DIE AGAIN!" Oswin jumped between Trixie and Pinkie while putting all of her strength into one swing of the knife. In one fell swoop, Pinkie's head was sliced clean off. The sadist's face was perpetually frozen with a terrifying smile. The head and body suddenly began to burn and fade away like burning paper. Pinkie's body finally dissolved into nothing, the faint angry eyes of Discord Whooves could be seen fading away in the smoke above the ashes.

Trixie looked up at Oswin and gave a sigh of relief. "Thank you," she said.

Oswin turned around and smiled at Trixie. "I saved you," she exclaimed happily.

Trixie suddenly gasped and gave a horrified look. Oswin was confused for a moment. It was then that she realized how weak she was feeling and how blurry her vision was becoming. She looked down to see that Pinkie's knife was driven straight through her heart. Oswin looked back up and collapsed. Trixie jumped up and ran to Oswin's side. "No! No, no, no!" Trixie cried. She began looking around frantically. "Please! Hold on, Oswin! Somepony! Anypony! Help her!" Trixie turned to Twilight. "Twilight!"

Twilight ran over as fast as she could. "Oh Celestia," Twilight said as she looked down at Oswin.

Trixie was beginning to shake. "You must know some healing spells!"

"Minor ones, but this…this is beyond me."

"Please! Do something!"

Twilight tried to focus on Oswin. She tried to force any amount of magical energy she had left to come forth from her horn and heal Trixie's friend. But it was to no avail. Tears of self-hatred began to roll down Twilight's cheeks. "I can't help her. I can't, I can't, I can't!"

Trixie's breathing increased. A small trickle of blood began to drip from Oswin's mouth. "No! Stay with me, Oswin! Stay with us!" Trixie looked around again. "Anypony?! Zecora?!" Trixie looked but, unfortunately, Zecora was out cold. "No. Please, no."

"Hey," Oswin breathed weakly. Trixie looked down. Oswin raised one of her hands and stroked Trixie's cheek. "I…I saved you. I…I was able to finally save you." Beside Trixie, Oswin saw the faint image of a young woman with silver hair and a playful smirk. "I was able to keep my promise." The woman reached down and touched Oswin's hand. Oswin smiled and looked at Trixie. Trixie couldn't hold back her tears. Oswin stroked Trixie's face once again. "It's okay, Trixie. You're going to survive. I know you will." Oswin began to close her eyes. Her breathing slowed. Her vision was fading.

"Oswin!" Trixie cried. "You saved me…now I need to save you!"

"You already did." The time was close now. Oswin gave one last smile. "If…if you really want to make it up to me…just do one thing for me. Just…one…thing." Oswin could barely make out the outlines of Trixie and Twilight now. The darkness was overcoming her. Through the darkness, she could see that familiar woman. A man was standing next to her. They smiled at her and stretched their hands towards her. Using the last of her strength, Oswin gave Trixie her final request. "Run...run, you clever mare…and remember me."


	6. No More

Chapter 5: No More

 _ **The Factory, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Powerful winds attacked the Doctor's face as he stood up. He felt an odd mixture of powerful heat and sharp cold. He squinted his eyes and took in his new surroundings. He was standing on what appeared to be a massive metallic platform. In the center of the platform was a massive machine that the Doctor knew all too well: the rift generator. The entire platform jolted, which caused the Doctor to turn around. Before him stood a sea of white clouds. Over the edge of the platform, he could see the town of Ponyville far below.

A familiar laugh echoed from behind. The Doctor turned around to face Discord Whooves, who was now standing up and glaring at him. "Like it?" he asked with a pained smirk. A trickle of blood oozed from his bottom lip. Discord Whooves quickly wiped the blood away and took a couple steps forward.

The Doctor tilted his head. "It's certainly a unique way of getting your stuff around," he replied. The Doctor heard several loud coughs and turned in the direction of the TARDIS.

The TARDIS was on its side. Sparks and smoke were emanating through its open doors. Applejack emerged from the threshold, coughing and wheezing. She dragged an injured Fluttershy behind her. After them was a limping, coughing Spike and an injured Rarity. Rarity was whimpering with tears rolling down her face. One of her hind legs was bent in an unnatural angle. Spike knelt down next to Rarity and attempted to calm her down.

Discord Whooves chuckled. "This all could have been avoided if you had just let me kill you all," he stated coldly.

The Doctor shook his head. "No. This could have all been avoided if you hadn't allowed Discord to so easily manipulate you." Discord Whooves's eyes darkened. "What _truth_ could you have possibly seen to make you turn you back on Derpy? Betray your friends? Become the monster that you are today?" The Doctor choked a bit. "Make the deaths of those 2.47 billion children mean nothing!"

A flash of red echoed deep within Discord Whooves's eyes. His face became still and angry. With barely a flinch, he took hold of his sword and aimed it at the Doctor. "You know what? I am _really_ tired of you now!"

The Doctor took hold of his own sword and aimed it at Discord Whooves. He let out a sigh, smiled sadly, and laughed. "Sometimes...I am too."

The two Doctors charged forward and a loud _clang_ rang out as their swords collided.

 _ **Outside Sugar Cube Corner, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Jenny and Matilda blasted another pair of Cybermen away. Opal, Colgate, Clockwork, and Bright Eyes remained close behind the pair. Even more fires could be seen rising in the distance. The sounds of battle only seemed to grow louder and louder with each passing moment. "There seems to be no end to this!" Clockwork exclaimed.

"Well, Cybermen aren't known for giving up easily," Matilda stated.

"Especially when controlled by Discord Whooves," Colgate groaned.

The group turned around the corner to come across an unexpected sight. There was a small group of ponies standing in front of Sugar Cube Corner. They were huddled around something. Opal's eyes widened as she instantly recognized some of the group. "Monty?! Francis?! Julianna?!" Opal cried out as she ran forward.

Monty turned around and gasped. "Opal?!"

"Mommy!" cried Francis and Julianna together as they ran into their mother's embrace.

Monty launched himself at Opal and wrapped her in his forelegs. "Thank Celestia, you're okay!"

"Did you ever have any doubt?" Opal teased.

Monty shook his head. "No. Just worry." The couple shared a passionate kiss as the two kids pretended to gag next to them.

"How nice," Bright Eyes said with a smile as she leaned into Clockwork.

"But what happened?" Jenny asked as she approached the group of ponies. She instantly noticed Twilight, Derpy, and Pinkie Pie and ran towards them. "Twilight! Derpy! Pinkie Pie! What happened?!" She came to a stop as she noticed the body lying in the snow.

Trixie was still crying over the body of Oswin. Twilight was trying her best to console her. She looked up sadly at Jenny. She then looked over at Opal and Monty. "At least they were able to find each other," Twilight sighed.

Matilda ran forward. "I hate to be the one to break this up, but we can mourn the lost later," she said with a reluctant tone. "We need to all get somewhere safe. This battle's heating-"

"Her name was Oswin Oswald!" Trixie exclaimed as she looked up at Matilda. "Everypony remember that, okay?!"

Matilda gave a sad smile. "Oswin Oswald, huh?"

Twilight tilted her head. "Did you know her?" she asked.

Matilda shook her head. "Not this one."

Twilight gave a confused look. Suddenly, Clockwork shouted, "Everypony move!" A group of Cybermen could be seen flying down towards them from the sky. Twilight sent a blast of magic upwards and both Matilda and Jenny shot their respective firearms.

"You heard the guy, move, move, move!" Daring ordered. Everypony took off in a quick dash. Twilight had to practically drag the crying Trixie away from Oswin's corpse.

"Daring! Great to see you again!" Bright Eyes exclaimed.

"Back at ya!" Daring nodded at Matilda, Clockwork, Colgate, and Bright Eyes.

"Where're we going?!" Julianna asked.

The group stopped as a massive horde of Discord Whooves's mutated monsters could be seen running towards them from up the street. Luckily, they had arrived at an intersection and the other street looked clear. "To the town square then!" Twilight announced. The group turned down the empty street and ran with the Cybermen and mutants close behind.

 _ **Town Square, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Twi stopped running as soon as the wolf came to a halt. She remained as still as a statue as her friends caught up. "Twilight! You've got to stop doing that!" Spike snapped. He ran up to Twilight and took hold of one of her hands. "Twilight?"

"Here," Twi said. Golden light flashed in her eyes as she looked up. Everyone gasped as their eyes fell upon a gargantuan object moving through the stormy, white clouds above the town.

"We need to get out of here," said Shining Armor. He reached for Twi's other hand but was instantly knocked backwards.

Twi shook her head. "No."

"Twilight? What's going on?!" Spike asked.

Tears rolled down Twi's face as she stared forward at the empty town square. The golden wolf sat in the very center. The massive shadow in the clouds continued to grow. "Here is where it ends."

 _ **Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Donna held on tightly to Firefly as their battle with Black Sun raged on. No matter how many attacks either Firefly or Black Sun made, they seemed to be caught in an endless standstill.

"This is getting us nowhere!" Donna cried as she dodged another barrage of bullets and magical blasts. She and Firefly flew even higher with the mechanical demon close behind. Firefly changed course and they flew downwards. No matter how many swift turns or dives they made, Black Sun was always on their tail. Suddenly, the white clouds cleared to give Donna a clear view of a massive moving mass of metal making its way across the fields towards Ponyville. "What the hell is that?!"

 _The Factory. One of Discord Whooves's last weapons._

"What does it do?"

 _Mostly walks around._

"That's it?"

 _I believe simply walking around is enough._

Donna looked at the wide, huge, metallic legs that moved the top platform along. Each step easily covered a piece of land large enough to hold two houses. "Fair point. Is there any way to stop it?"

 _It's most indestructible. I believe the only beings with the power to destroy it are Discord Whooves and Black Sun._

"So how do we stop it then?" Donna and Firefly ducked as more projectiles flew past them.

 _We do what we've set out to do: destroy Black Sun._

Just then, two cyan blurs flew past them. Firefly and Black Sun momentarily stopped and Donna looked on as two Rainbow Dashes shot through the sky. "Take that, fake me!" Rainbow Dash cheered as she threw several punches into Renet's face.

"Go Rainbow Dash!" Donna cried. Donna and Black Sun locked eyes. "Oh no. Move, Firefly!" A glimmer of crimson flashed in Firefly's eyes. Firefly moved out of the way and flew after the two Rainbow Dashes. "By that sparkle in your eye, I'm guessing you've got an idea."

Firefly nodded. _I do. But, first, we need to find a way to get rid of Rainbow Dash's clone._

"Do we need Rainbow Dash to do something?"

There was a moment of pause. _Yes._

Donna couldn't help but notice a slightly sad tone in Firefly's mind voice. But she couldn't think about if for long before Black Sun sent her next attack. The two Rainbow Dashes spun around and headed back in the direction of the Factory. Donna and Firefly followed.

 _ **The Factory, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

The Doctor dodged another sword swipe from Discord Whooves as the Factory finally began to step past Ponyville's boundaries. He tried his best to keep Discord Whooves away from the TARDIS and his friends.

"You can't keep this up forever, Doctor!" Discord Whooves hissed.

"Neither can you!" the Doctor shouted back.

Rarity and Fluttershy groaned as the Factory began to even more rigorously shake and tremble. The TARDIS began to ring its cloister bell. The Doctor and Discord Whooves fought even harder. Noticing a slight misstep on Discord Whooves's part, the Doctor twisted his sword upward and, with a flourish, sent both his sword and Discord Whooves's sword flying through the air. The two blades flew right into the rift generator, penetrating its center. Sparks began to fly and a slow rumbling began to growl deep within the depths of the machine.

The Doctor and Discord Whooves stared at the generator and then at each other. "For the record, that was not a part of my plan," the Doctor said flatly. The two stallions then ducked as a large bolt of electricity suddenly exploded from the generator and shot into the sky.

 _ **Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"Duck!" cried Donna as a bolt of electricity shot past her and Firefly. "Rainbow Dash! Look out!"

Rainbow Dash and Renet stopped fighting and looked as the bolt of electricity collided with a nearby cloud. A deafening explosion rang out as the cloud imploded inwards into a dimensional tear. Rainbow Dash smirked as she caught Renet off guard with a hard kick. "See ya!" Rainbow Dash laughed.

"NOOOOOOOOO!" cried Renet as she tumbled through the tear, which preceded to close with a loud _crack_.

 _That works._ Firefly stated within Donna's mind. _Time to kill two birds with one stone, as they say. Or maybe three._

"What are you talking about?" Donna asked.

Firefly turned to Black Sun, who was now racing towards them with a large blade at the ready. _Are you still holding on to the Elements of Harmony?_

Donna glanced at the metal box in her grasp. "Of course."

 _Keep holding onto them. I need Rainbow Dash to catch you._

"You need Rainbow Dash to-" Suddenly, the restraints connecting Donna to Firefly unlocked and, with a swift motion, Firefly bucked Donna off. Donna's eyes widened and a terrified scream escaped her lungs as she fell.

"DONNA!" Rainbow Dash gasped as she saw what was happening. Rainbow Dash wasted no time in flying down and taking hold of Donna's free hand. "I got you!"

Donna continued to gasp and shriek in fear as she looked down at the town of Ponyville far beneath her. She looked up just in time to see Firefly glance at her. If she didn't know any better, it would have seemed like the robot dragon almost looked…sad.

Firefly faced Black Sun and flew straight at her. The two metallic demons collided with Black Sun driving her blade deep through Firefly's chest. Firefly let out a furious, primal roar as a large plume of crimson fire shot from deep within her. A golden light suddenly began to emanate from her damaged body. Black Sun's eyes widened and a weak metallic laugh of sorts began to emanate from Firefly. Donna gasped as one final word echoed through her mind. _Goodbye._

An explosion of gold and crimson fire shook the cloudy skies. Rainbow Dash tried to regain her wing balance as she and Donna were pushed downwards by the force of the explosion. Through the plumes of gold and crimson, Donna could also see Discord Whooves's green and hazy face dissolving into nothingness. As Donna and Rainbow Dash continued to fall towards the ground below, Donna also got a quick glimpse of Black Sun's blade spinning away and falling towards one of the massive legs of the Factory.

 _ **The Factory, Above Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Discord Whooves looked up just in time to see his phantom face disappear out of existence. "No!" he snarled as he stood up. He looked to see the Doctor running towards his friends.

"Back into the TARDIS!" he cried. He had just barely been able to say that when Discord Whooves tackled him from behind. The Doctor tried his best to block the furious stallion's punches.

Applejack was about to run to the Doctor's aid when she noticed a large blade spinning through the air. She saw it disappear under the platform and out of sight. Not two seconds later, the sound of metal breaking apart and groaning echoed through the air. The platform began to tilt down towards Ponyville. "It's tipping over!" Applejack screamed. Spike dug his claws into the metal surface and held onto Rarity. Applejack grabbed Fluttershy and took hold of Rarity's free foreleg.

"Doctor!" Fluttershy called weakly.

The Doctor kicked Discord Whooves off him and jumped for Fluttershy, taking hold of her free foreleg. The TARDIS slid off the platform and fell down towards the town below. Discord Whooves continued to scream loudly and maniacally as he too fell off the platform. The Doctor looked as the platform continued to slant and the town of Ponyville grew closer. "This is going to hurt."

 _ **Town Center, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

"TWILIGHT! MOVE!" Spike shouted as the massive mechanical nightmare fell towards them. The platform was aimed to split Ponyville directly in half.

The wolf howled from the center of the town square and Twi waved her wand. A golden magical shield emanated from her wand and covered her and her friends. Twi's friends couldn't move. They were trapped within Twi's bubble of protection. Would it work? They could only trust in their friend. Spike and Shining Armor stood at Twi's side as the giant platform fell towards them. Twi's attention was suddenly turned towards a nearby alley. She could see her pony counterpart and various others running towards them.

Twilight led the group towards the town square. She could see Twi and her friends standing under an orb of golden magic. "What's that noise?!" Monty asked as he attempted to see above the buildings and through the growing swirl of snow and smoke.

Twi broke out of her trance for a moment to look at the others and raise her hand. "STOP!" she cried. It was too late. Twilight and the others barely had any time to react as they ran into the town square just as the platform came down.

Time seemed to slow down as the Factory plunged into the snowy earth. The platform split Ponyville right in two. Its massive legs crumpled apart and crashed down onto the various houses and buildings beneath it. Snow and dirt flew into the air as a powerful shockwave shot forth. More buildings were knocked down and shrapnel filled the air.

The Doctor, Spike, Applejack, Fluttershy, and Rarity slid down the platform as it collided with the ground. They closed their eyes as debris shot up like an erupting volcano. The deafening combination of breaking metal, dislodged earth, splintering wood, and various fiery explosions pounded against their eardrums.

Rainbow Dash managed to regain her balance and keep her hold on Donna's hand. They watched in horror as the town of Ponyville was devastated by the gargantuan contraption. As the smoke cleared, they slowly lowered themselves into the town square.

There was chaos as Twi lowered her magical shield. She could barely move a muscle or utter a single word as the dirt, soot, and snow cleared. A creepy silence had befallen the town. She turned to see Twilight and the others picking themselves up from the ground. Some had to dig themselves out of large piles of snow and debris.

"Is everyone okay?!" human Rarity asked as she began to help the others.

"I think so," Twilight said as she helped Derpy up.

"It's okay!" Monty called nearby. He was huddled with Opal, Francis, and Julianna. "We're all together."

"Donna! Rainbow Dash!" exclaimed Derpy as Donna and Rainbow Dash returned to the ground.

"Nice to see you're in one piece after all that," said Jenny as she helped dig Zecora out of a snow mound.

"Definitely," Donna agreed.

Twilight looked over towards the platform. She could see the Doctor and Spike emerging from the new snowbanks in the center of the square. "Doctor! Spike!" she cried before running towards them. The Doctor helped dig Applejack, Fluttershy, and Rarity out of the snow as Twilight pulled Spike into a hug.

"Twilight! I thought I was gonna die!" he cried.

"It's okay." Twilight smiled at Spike. "We're all okay." She glanced back at Trixie and her smile faded. Trixie was sitting against the remains of a nearby building. Clockwork and Bright Eyes were tending to her wounds as well as their own. "Most of us, anyway." She then turned to the Doctor. "Are you going to explain what the hay just happened?!"

"A lot of stuff," the Doctor responded with a meek smile. "I'll be happy to explain once we deal with Discord Whooves and his army."

"Speaking of which…what happened to them?"

The town had now mysteriously been cleared of Cybermen and mutants. Everything was enveloped in an uncomfortable silence. "Well, Discord Whooves fell off the platform," the Doctor answered. "He could be anywhere."

"Doctor!" Derpy called as she ran over. "We destroyed the camera!"

"You did?!" The Doctor smiled. "Excellent."

Twilight's eyes twitched a bit. "The human Pinkie Pie is dead too," she explained.

"Pinkie's dead?!" gasped human Spike. He and the rest of Twi's friends looked at each other.

"Yes," Twilight replied. "I'm sorry." Twi's friends gave a sad sigh of relief. Twilight looked over at Trixie. She then turned back to the Doctor. "A woman named Oswin Oswald gave her life to stop her. Figured it would be right to let others know that."

"Oswin Oswald?" The Doctor scratched his head. "Why does that sound familiar?" He heard a snicker and looked to see Matilda giving him a smile. She then winked and turned back to Colgate, Clockwork, and Bright Eyes. The Doctor rolled his eyes.

Just then, Princess Celestia and the two Princess Lunas descended from the sky. "Your majesties," Twi said with a glassy look. Human Spike tightening his grip on her hand.

"The Cybermen have retreated to the edge of town," human Luna informed.

"This is going to take a lot of work to clean up," Celestia stated while looking over the fallen Factory.

"This battle isn't over yet. We need to find Discord Whooves," said the Doctor as he approached the Princesses.

Meanwhile, just over a nearby pile of debris, Discord Whooves slowly came to. He was incredibly cold and his body hurt all over. There were several cuts on his body and a few were emanating a golden gas. Suddenly, he could feel the snow being brushed off him. "Who's…there?" he groaned before sitting up. As he looked up, he found himself facing Twilight Sparkle. Only this Twilight Sparkle had a white coat, black mane, and deep red lips.

"Feeling better, Mr. Whooves?" giggled Thalia.

"I've seen better days." Discord Whooves slowly stood up. He smiled as he took the time to fully look over the new Thalia. "But, I must say, I like this new look, Thalia."

Thalia giggled. "I have a present for you." She presented a beaten but still functional blaster to him. "It's a weapon from one of Luna's soldiers. They had special bullets made to defeat you. They reject magic." She leaned in closer and whispered into his ear. "And the Doctor's just over this hill of trash."

Discord Whooves's eyes widened and a huge grin appeared on his face. "Thank you, my dear. I'll take things from here." Discord Whooves took the gun from Thalia and began to slowly climb up the debris hill.

"What happens now?" Francis asked Opal.

"Now we wait for the soldiers to come. I imagine they'll take us somewhere safe until the Doctor has stopped Discord Whooves and the Cybermen," Opal replied.

"The Doctor's offered to take us on a vacation," Monty explained. "Sounds nice, doesn't it?"

"It does." Opal looked at Francis and Julianna and laughed. "But, knowing the Doctor, that vacation would likely turn into a warzone by the end of it."

Monty nodded with a sigh. "True."

"I think the best thing for us is to go back home and continue our lives. After all this, getting back to our normal life sounds really nice." Opal, Monty, Francis, and Julianna broke into a shared laugh. As she laughed, Opal suddenly caught sight of a familiar figure rising over a nearby hill of debris. She stopped laughing as soon as she realized that it was Discord Whooves.

Discord Whooves aimed the gun at the Doctor and prepared to fire. "With you gone, your TARDIS can finally be mine. A whole new beginning," Discord Whooves snarled under his breath.

"DOCTOR! LOOK OUT!" Opal cried as she ran forward.

The Doctor looked at Opal and then up at Discord Whooves. Discord Whooves fumbled with the trigger as all eyes suddenly turned to him. Celestia sent a blast of magic towards him. Thalia quickly jumped out and blocked the attack. Discord Whooves slipped as he finally pulled the trigger. The bullet shot through the air, soared right past the Doctor, and sliced right through Opal's neck.

"NO!" Monty shouted as Opal collapsed. Thalia continued to engage with a magical duel with Celestia and Luna as the Doctor ran to Opal's aid. There were two but noticeable holes on the front and back of Opal's neck. Blood was quickly seeping out of both ends as well as trickling from her mouth. She twitched painfully and gargled as Monty held onto her. "No, please! No, please! No, please!"

Human Luna ran to Opal's side and aimed her wand at the wound. But no matter the spell she cast, the wound seemed to reject her magic. "I…I'm sorry. There's nothing I can do," she said with a lowered head.

"There has to be something!" Monty was shaking as Opal suddenly reached up at caressed his cheek. The color was quickly draining from her face. "Please…no." Tears dripped from both Monty's and Opal's eyes. He could feel her life fading away. What could he do? What could he say? "You're the most beautiful mare in the world!" His face was red with confusion, anger, and sadness as he spoke those words.

Opal gave a sad smile and managed to let out one last chuckle. "Good to know…clown boy," she croaked. Her eyes rolled up into her head and her body became still. She was gone.

"Mom?" Francis asked in shock.

"Mom?" Julianna asked as she began to break down.

The world seemed to stop. The cold winds of death moved through the town square. "Opal," Trixie sighed and new tears began to roll down her face.

Discord Whooves strutted into the square. He threw the now broken gun to the ground and laughed.

Monty looked up, his face now full of rage. "YOU KILLED HER! YOU KILLER HER!" he shouted.

Discord Whooves rolled his eyes. "Tell me something I don't know. I've killed a lot of things," he stated coldly.

Thalia laughed as she ran to Discord Whooves's side. "I think it's time to call the soldiers back, Mr. Whooves!" she giggled.

Discord Whooves nodded. "With pleasure." He looked towards the sky. A swarm of Cybermen could be seen enveloping the horizon on all sides.

"No," stated Twi as she suddenly stepped forward. A powerful gust of magical energy spread out from the spot where Twi had stepped. Her body was suddenly outlined with golden light and her eyes burnt with gold fire. She looked at the deceased Opal and then to Discord Whooves. She shook her head. "No more!" She took another step forward. She was now joined by the ghostly outlines of a human girl with blonde hair, an alicorn mare, and a golden wolf. Discord Whooves fell back at the sight. "What…WHAT?!"

"Twilight?!" Human Spike gasped.

Twi stepped forward. "Discord Whooves, the time has come." The other spirits spoke in unison with her. "Your moment has come." Thalia suddenly charged at Twi but, with a simple wave of her hand, Twi sent Thalia flying into the side of a nearby wall.

"You…you can't be her! You can't be it!" Discord Whooves shouted as he stepped back.

"But I am! I have come for this last moment. The last moment of my timeline. The last moment of yours! The last moment of Twilight Sparkle's!"

"No! Twilight!" Human Spike cried as he ran for her.

Twi turned around. "STOP!" Human Spike came to a halt. The golden flames faded away. Tears rolled down Twi's face. "This was always meant to be." She turned to Donna. "Right? This is the prophecy it gave you."

Donna, remembering the prophecy, nodded. "A matriarch falls," Donna choked as she looked at Opal. "The Element of Magic will heed the call." She looked at Twi.

Twi looked at everyone and everypony. "This must end. I see now what I'm meant to do. Why it chose me. The perfect conduit for its power." She looked at Shining Armor the Cyberman and extended her hand. "With a connection to the source." Shining Armor began to glow as did a single spot on Discord Whooves's head.

"The chip," the Doctor gasped.

"It controls all the Cybermen and even the mutants. He has no more Paramae to protect him. I use this power to destroy the chip; and this nightmare can finally end."

The Doctor slowly approached Twi. "But…you won't survive." He looked at the Cybermen Shining Armor, Applejack, and Rainbow Dash. "And neither will they."

Twi nodded. "I know. But stuff like this…it happens for a reason. The pieces are set. Now it's up to me to decide between what is right…and what is easy." She looked straight into the Doctor's eyes as her own eyes became enveloped in golden light. "Right now, I don't have the options that you had, Doctor."

The Doctor gave a confused look. "What are you talking about?"

Twi snickered before turned to her friends. "Take care of each other. Make our Equestria great again."

Human Spike reached forward and took Twi's hand. "I love you, Twilight."

"I love you too, Spike." Twi smiled one last time at her friends before spinning around and aiming one hand at Discord Whooves. Discord Whooves screamed as the light in his head grew brighter. She then grabbed the center of Shining Armor's metallic chest. "Are you with me?"

"Until the end," Shining Armor replied with a nod.

Twi let out a powerful scream as golden energy spread out from where she stood. Discord Whooves let out an even worse scream as energy exploded from within him. The golden energy spread out past the town square and through the hordes of Cybermen. The armies appeared to fade away into dust. The Doctor watched as Twi and her Cybermen friends faded away. Before disappearing into the beyond, Twi looked at her version of Spike and then deep into the saddened eyes of her pony counterpart. Then…she was gone. Shining Armor was gone. The Cybermen were gone. Discord Whooves was gone.

A heavy silence fell over the town square as everyone and everypony came to terms with what had just happened. The Doctor suddenly collapsed. Twilight, Derpy, and Donna ran to the Doctor's side. The Doctor and Donna locked eyes and both nodded. "It's over," the Doctor sighed. "It's over."

 _ **?**_

Discord Whooves yelled as he sat up. His pain and fear were suddenly replaced by confusion and curiosity as he found himself no longer in the middle of Ponyville's destroyed town square. He was now sitting in the middle of a beautiful courtyard underneath a clear, white sky.

"Hello!" chirped a cheery voice from nearby. Discord Whooves looked to see a mare with a gray coat, black mane, and dressed in a purple Victorian dress approaching him. She twirled an umbrella around as she came to a stop.

Discord Whooves jumped up. "Who are you? Where the hell am I?" he asked.

The mare laughed. "Honestly, you should enjoy the time you have here. I imagine you must have accidentally tagged along with that little group of humans. Or maybe Opal gave you a temporary path to take. Poor thing. She's very sad now. But I imagine she'll get over it soon enough. Unlike you. You get to look forward to all sorts of misery, you perfect little failure!"

"What are you talking about?"

"Lots of things. But, most importantly, YOU LOST! And the Doctor won. Not all that surprising. The Doctor's a wonderful force to be reckoned with when he's got those charming little ponies around." The mare suddenly pointed her umbrella at a nearby fountain. The fountain slid aside to reveal a massive hole that seemed to lead to nowhere. The mare then aimed her umbrella at Discord Whooves. Discord Whooves flew through the air and into the hole. He managed to grab onto the sides. He could feel a great amount of heat rising from deep within the hole. His eyes widened as he looked up at the smiling mare. "To answer your earlier questions, I'm Missy." She grabbed his forelegs. "And welcome to Hell." She pushed his hooves away and Discord Whooves screamed as he proceeded to fall into the depths below.


	7. Hello, Goodbye and Everything In Between

Chapter 6: Hello, Goodbye, and Everything In Between

 _ **Survivor Camp, Outside Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Hours had passed since the defeat of Discord Whooves. It was a victory to celebrate but the costs had been too great for anypony to be in the festive spirit. A seemingly endless sea of tents and makeshift structures had sprung up in the fields surrounding the ruined Ponyville. Human and pony soldiers alike were busy organizing the survivors and attempting to sort out where they were to go next.

Monty, Francis, and Julianna were huddled together in mourning. Opal's body had been taken away to another part of the camp to be kept preserved for the burial that was to come. The same for Oswin Oswald and the many others who had perished over the course of the invasion. Soldiers, civilians, men, women, mares, stallions, and even fillies and colts. No town or city had been left untouched. There were even reports coming in from the neighboring countries of casualties. In the center of it all sat Twilight and her friends. Finally, together again in a moment of peace but with very little to celebrate aside from continuing to survive and live on.

Rarity was resting on a stretcher. Her broken leg had been formed back into a normal position but was now enveloped in a thick, white cast. Fluttershy had one of her wings casted as well and Applejack was covered in bandages in order to help heal her burn marks.

"Anypony feeling better?" Twilight asked softly.

"A bit," Fluttershy replied.

"This is gonna hurt for a while; but these wounds will heal," Applejack added. Twilight looked over at Monty, Francis, and Julianna. Applejack followed Twilight's gaze and sighed. "Not all of them though."

"There must have been something we could have done," Twilight said as she shook her head slightly.

"We did what we could."

"Did we, Applejack?" Twilight angrily stomped a hoof into the ground. "There's so much we could have done better. So much we could have avoided. So much I could have stopped."

"Don't go placing all the blame on your shoulders, Twilight. You know damn well that there's no guilt for you to have."

"Besides, it's the Doctor's job to get all moody with guilt and all that," Rainbow Dash stated. Everypony turned to her with raised eyebrows. "What?! It's true!"

"Speaking of the Doctor, where has he run off to?" Rarity asked.

Pinkie pushed aside her mane, which had been stuck in a depressed straight state since the deaths of Opal and human Twilight. "He ran off somewhere. Went to find the TARDIS or something," she replied before resuming her previous action of slowly moving snow with her forehooves.

Just then, Princess Celestia appeared before the group. "Princess Celestia!" Twilight gasped.

"Twilight. How are you and your friends holding up?" Celestia asked.

"We're…fine."

Celestia slowly wrapped a wing around Twilight before pulling her pupil into a caring embrace. Twilight was shocked at first but happily accepted the gesture. "I am so proud of you, my student."

"Don't be. I didn't do a whole lot aside from be captured and-" Twilight fell silent as her thoughts returned to her possession by Discord Whooves's Paramae.

"But you fought hard and made it through. Don't beat yourself up with the mistakes you've made. Life's too short for that." Celestia ended the hug and placed a forehoof on one of Twilight's shoulders. "Even for immortals." Twilight smiled at her mentor. "You're not the only one here who could have done some stuff better. But, for now, worry not about that and just live with those who care about you." With that said, Celestia stepped aside to show several figures moving towards them.

"Twiley!" cried Shining Armor as he and Cadance raced forward. The couple were followed by Twilight and Shining Armor's parents. Big Macintosh, Granny Smith, Apple Bloom, Sweetie Belle, Scootaloo, and Rarity and Sweetie Belle's parents.

"Shining Armor! Cadance! Mom! Dad!" cried Twilight as she ran towards her family. Spike followed suit. Applejack greeted her family, Rainbow Dash hugged Scootaloo, and Rarity's family approached her side and comforted her.

Celestia nodded at Fluttershy, Pinkie Pie, and Rainbow Dash. "I have received word that all of your families are alive and well too. They should be here shortly," she informed.

"Thank you, Princess," said Fluttershy. Pinkie Pie's hair bounced a bit as she fell back with a sigh of relief.

A few yards over, Monty glared over at Twilight and her friends with envy. He hated what he was feeling. He was happy to see them reunited with their families; but their smiles only reminded him of his dearly departed love. He hugged his children tighter. "We'll get through this together. I promise," he whispered to them.

"Monty?" Monty looked up to see Trixie approaching him. "If there's anything I can do, let me know," she said. "Okay?"

"Thank you, Trixie," Monty replied through his tears. "But I don't think there's anything anypony can do."

Trixie leaned forward and gave Monty a heartfelt hug. It's all she felt she could do for the broken stallion at the moment. "Take care of yourself." She glanced down at Francis and Julianna. "Them too."

"I'll try." Monty wiped away his tears. Trixie patted Francis and Julianna on the head before slowly walking away. Suddenly, Monty felt an odd yet familiar warm breeze brush against his backside. He turned away from Francis and Julianna to come face-to-face with a hooded stallion. He couldn't make out the stallion's face but Monty could tell he was a unicorn with a blue coat and a silver mane. Monty was taken aback by the stallion's surprise appearance. "Uh…is there something I can help you with?"

The stallion extended a hoof forward. "The cherry blossoms look beautiful in the sunset, don't they?" the stallion asked.

Monty's eyes widened. "What did you just say?"

From the depths of the cloak, a necklace made of blue and violet flower petals and yellow opals fell to the earth. Monty gasped in shock and broke into a new stream of tears as he knelt down and grabbed the necklace. He looked up at the hooded stallion. "You want your story to continue? You know where to go."

"Dad?" asked Francis suddenly. Monty turned around to face his two children. "What are you looking at?"

Monty turned back around and was shocked to see that both the stallion and the necklace were gone. "It can't be," he said under his breath.

"Dad?" Julianna asked.

Monty stood up and walked back over to his children. He wrapped them up in his embrace and began to both laugh and cry at the same time. "After this is all over, we're going on a trip," he explained.

"A trip?" asked a confused Francis.

"To where?" asked Julianna with a tilt of her head.

Monty smiled at his children. "I don't want to ruin the surprise. Let's just say that it's a very special place." Monty turned to the sky and closed his eyes. _Opal? Are you really waiting for me?_

Meanwhile, Trixie casually stood aside and watched Twilight and the others enjoy the company of their families. Twilight noticed Trixie and paused her conversation with Shining Armor before running over. "How are you, Trixie?" she asked as she approached.

"I've been better," Trixie replied.

Twilight chuckled. "I think we all have."

Trixie nodded. "Yeah."

Twilight awkwardly shuffled her hooves. "So…what happens for you now?"

"Well, I've definitely been through enough over the past day or so. Though, it honestly feels like it's been longer than that. Like over two years or something."

"Tell me about it."

"My stuff's back in Canterlot. I'll have to go back and see if I can find anything in the wreckage. Then…I think I'd like to find somewhere to rest for a bit." Trixie now began to awkwardly shuffle her hooves. "Would it be alright if I stayed in Ponyville for a little while?"

"I don't see why not."

Trixie smiled. "Thank you, Twilight. I'll go ahead and let you get back to your family."

"Okay. See you around, Trixie." Twilight and Trixie shared a nod of respect before Twilight ran back over to her family and friends.

Trixie turned around and was prepared to head on her way when she suddenly bumped into somepony. "Oh! I'm sorry!" Trixie gasped.

"It was my fault. Don't worry yourself," said the mare who had bumped into Trixie. She had a red coat, a brunette mane, a large red leaf for a cutie mark, and was wearing a denim jacket. She also had an obvious Trottingham accent. "Things have been…crazy, to say the least."

"That's an understatement." Trixie took a hard look at the mare. "Do I…know you from somewhere? You look very familiar."

A spark appeared in the mare's eyes. "Ah! Yes! I knew you looked familiar! You must have seen me in the audience at one of your shows. I was there watching your last one before those monsters came along."

Trixie nodded. "Right. That's where you're from."

The mare narrowed her brow. "Are you alright? You look down about something."

"Well, as you can see, a lot of stuff happened. I had a couple friends who…didn't make it."

"I'm sorry to hear that."

"But I guess all I can do is move forward."

The mare nodded. "That's the only thing any of us can do really. I'm thinking of staying in this town. Visited it before. Nice place. Could be a good spot to settle down for a bit once everything's been cleared up and fixed."

Trixie smiled. "I was planning on doing the exact same thing."

"How about that? Thinking of doing any more performances? I think a lot of us could use a bit of wonder right now."

Trixie extended a hoof. "I'll get you a front row seat!"

The mare reached forward and shook Trixie's hoof. "Sounds great!"

"I'm Trixie, by the way."

The mare snickered. "I already got that part down. You make quite an entrance for yourself."

Trixie blushed. "Believe it or not, I used to be worse."

The mare laughed. "That must have been a sight to behold. Well, it's nice to officially meet you, Trixie. Name's Oswin." Trixie froze in place. Her jaw was agape in shock. Oswin looked confused. "Is something wrong?"

Trixie turned away for a moment and quickly wiped a tear away from her eye. She turned back to Oswin and cleared her throat. "No…nothing's wrong. It's just…I think you and I will be really great friends!"

Oswin raised an eyebrow and smiled. "Quick to find new friends, huh? We only just met."

"Let's just say…it's a solid feeling in my gut."

Oswin shrugged her shoulders. "Well then, see you around, friend."

Trixie gave a bittersweet smile. "Yeah. See you around."

 _ **Outside Golden Oak Library, Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

Donna slowly took in the devastation around her as she followed Derpy through the snow. Matilda, Colgate, Clockwork, Bright Eyes, and Daring Do were close behind. "Are you sure you saw him go this way?" Donna asked Derpy.

"Definitely!" Derpy nodded vigorously as her eyes inverted a bit. Donna raised an eyebrow. Derpy puffed up and pointed at her eyes. "This is only a quirk. I'm not blind."

"Could've fooled me when you flew into those guards in Spain."

"I _meant_ to do that!" Donna and Derpy shared a laugh as they continued on.

Matilda was busy tinkering with her vortex manipulator. "Excellent. Up and working again," Matilda exclaimed.

"That probably could have come in handy at a few points," said Clockwork.

"It's not my fault it went on the fritz! It was all thanks to Discord Whooves and his idiotic rift generator. It's nice that we've finally taken care of that annoying invention. One more use in order to send all these human soldiers back to their world and it's gone for good."

Colgate was busy grumbling to herself. "Is something wrong, Colgate?" Bright Eyes asked.

"Huh? Oh. Sorry. I'm just thinking about Thalia," Colgate replied.

"She's worth worrying about," Matilda added. "She's young and crazy." Matilda observed her vortex manipulator. "But, I believe everything will work out just fine and somepony will catch her eventually. I mean, it's not like she's going to steal my vortex manipulator and use it to change the past or anything." Matilda walked ahead with a confident smirk on her face.

"That was…oddly specific," Daring stated.

"Ah! There he is!" Derpy announced. The group turned around the corner to see the Doctor in front of Golden Oak Library. He was joined by Jenny and the human counterparts of Luna, Spike, Fluttershy, and Rarity. A few feet away from them was the TARDIS. "Doctor!"

The Doctor turned to face them. "What are you all doing out here? Shouldn't you be at the camp?" he asked.

"We could ask you the same thing," Donna replied.

The Doctor tilted his head in agreement. "Fair point. Well, obviously, I came out here to find my TARDIS."

Derpy approached the TARDIS and tilted her head. "Is it just me or does the TARDIS look a bit different?" she asked. Derpy's observations weren't far off. The TARDIS seemed to have a much cleaner shade of blue and a circular badge design reading _St John Ambulance_ was now printed on the right front door.

"You're quite right, Derpy," the Doctor answered. "The TARDIS took quite a beating during the battle so it had to heal itself. That and I also added a few new changes. Just wait until you see the inside!"

"It's pretty nice," Jenny concurred with a nod.

Donna gave a sigh and approached the Doctor. "There's something I need to tell you, Doctor."

The Doctor's smile faded a little. "Yes, Donna?" he asked.

Donna was about to speak but Matilda interrupted. "Sorry, to cut in but I'm afraid we're being watched," she said.

"What?" asked a now alert Luna.

Matilda rolled her eyes and smirked. "You can come out now, Thalia. I promise not to-" Matilda was suddenly hit by a ball of purple energy.

"Matilda!" gasped Bright Eyes.

Matilda hit the ground hard as the ball of energy formed into none other than Thalia. She was breathing heavily and glaring at the others, especially the Doctor, with a look of hatred. In her hooves, she was clutching Matilda's vortex manipulator. "You'll all pay for what you did!" she snarled.

Luna aimed her wand at Thalia. "I would recommend surrendering. You're outnumbered," she ordered.

Thalia let out a maniacal laugh. "I don't have to listen to you!" She looked down at the vortex manipulator in her possession. "I've got all of time on my side!" She then pressed a random series of buttons on the device.

"STOP!" shouted Clockwork. Luna sent a spell at Thalia but Thalia managed to successfully disappear in a flash of light.

Everyone and everypony was silent for a moment. "This…is not good," Daring gulped.

"Nope," Matilda casually agreed as she stood up and brushed the snow off her body. "And it won't be good for a lot of people in lots of places. But, it's what was meant to be." Everypony aside from the Doctor gave Matilda a confused look.

"So that's how she got it," the Doctor said with a sigh.

Colgate then gave a surprised reaction as she remembered a distant memory. "That's right!" she gasped. "Back in Elmheim!"

Matilda nodded and said, "And, if I made those calculations correctly, she should be here in three, two-" There was another bright flash of light and Thalia was now lying the ground in front of Matilda. She had an arrow sticking out of her side and looked a few years older. The vortex manipulator appeared to be much more worn and dirty. Matilda smirked down at Thalia. "Did you enjoy your ride through time and space? Sorry to say but you changed very little." She reached down and took the worn vortex manipulator back.

Thalia glared up at Matilda. She forced herself up and prepared to attack but was suddenly trapped within a magical cage created by Luna. "That should hold her for now," Luna stated.

"We should at least take care of her injuries," said Matilda as she placed the vortex manipulator back on her foreleg.

Luna nodded. "We'll take her back to the camp to be healed. Afterwards, she's coming back to our Equestria as a war criminal."

Thalia laughed. "You think you can hold me? I won't be trapped forever! I've been lots of places since I was last here! All across time and space!" Thalia turned towards the Doctor. "And though I may have lost for now, I'm glad I was able to bring so much pain to you, Doctor, and to Twilight Sparkle as well!"

Luna rolled her eyes. "Alright. Off we go." Luna walked away with Thalia's cage floating close behind. The human counterparts of Spike, Fluttershy, and Rarity followed.

Thalia was beginning to shout. "YOU BETTER ENJOY YOUR TIME WITH YOUR FRIENDS, DOCTOR! TELL TWILIGHT TO ENJOY HER TIME WITH HER FRIENDS! IT'S NOT GOING TO LAST FOREVER! HAHAHAHAHAHA!" Silence slowly returned as Thalia was taken away.

Matilda cleared her throat and approached the Doctor. "Well, Doctor, it looks like this latest adventure of ours has ended," she said.

"It could have ended a lot better," the Doctor stated.

"True. But don't fret, Doctor. In time, a lot of good will come from this. You might even be able to erase some of these losses."

The Doctor chuckled. "It's a nice thought; but the dead don't come back."

Matilda cheekily raised an eyebrow at the Doctor and winked. The Doctor looked on in confusion. Matilda turned towards the others. "What's on the table for the rest of you?"

"I think I'm ready to go home," Colgate answered. "It's about time I finally made that trip to see my mom again."

Bright Eyes leaned against Clockwork and kissed him on the cheek. "I think settling down sounds good for us," she replied.

"Had enough adventuring?" Jenny asked with a smile.

Bright Eyes nodded. "To last several lifetimes."

"Do you want to settle down here or go back to your own dimension?" Matilda asked.

Clockwork and Bright Eyes quickly turned back to Matilda. "But…our dimension was cut off from all the others," Clockwork said.

"That's true. Though, I may have a way of getting you two back home. If you're interested, that is."

Clockwork and Bright Eyes turned to each other and then back to Matilda. "Yeah!" Bright Eyes exclaimed.

"That'd be great!" Clockwork also exclaimed.

"How do you plan to do that?" the Doctor asked.

"Do you not trust me?" Matilda asked as she faked being offended.

"Yes and no, but that's beside the point. I'm just curious."

"Let's just say I know a couple people who know their way with a pen."

The Doctor gave Matilda a suspicious look. Clockwork approached the Doctor. "I suppose this is it then," he said.

The Doctor examined Clockwork and smiled. "You know, I'm glad I met you. The true ponified version of myself."

"I'm glad I was able to meet the stallion in my dreams." Clockwork froze. "Hold on. That sounded really weird."

"Then you really are another version of him," Donna said. "Weird is an art for the Doctor."

Clockwork shrugged his shoulders. "At least I make a better counterpart than Discord Whooves." He extended his hoof forward and the Doctor gladly shook it.

Derpy and Bright Eyes shared a hug. "I hope you two have a great life together," said Derpy.

"Thanks," said Bright Eyes as the hug ended. She then winked at Derpy. "I hope the same for you two."

Derpy blushed slightly as Bright Eyes walked over to say her goodbyes to Jenny.

"What about you, Daring Do?" Matilda asked. "Getting you back to your dimension will be a piece of cake."

Daring waved a hoof. "Maybe later," she replied. "I think I'll stay in this town for a bit." She smiled brightly and laughed. "Besides, I think I'd like to spend some more time with my number one fan."

"Okay then." Matilda turned to Colgate. "We can drop you off first. Hopping across a country is a breeze." Colgate smiled with glee. Matilda then turned to the Doctor, Derpy, Donna, Jenny, and Daring Do. "You all take care of yourselves then. Don't miss me too much. And tell Twilight and the others that I'll see them around."

"I'll make sure they get the message," the Doctor said with a nod.

"Alright then." Matilda linked up with Colgate, Clockwork, and Bright Eyes. "Goodbye, sweetie." With a final bright flash, the four ponies disappeared.

Derpy shook her head. "All that and we still hardly know anything about her," she said.

"Living a life like this, you sorta get used to meeting mysterious characters," the Doctor added. "Now, how about Jenny and I give you a tour of the new TARDIS?"

"Doctor, can I talk to you about something first?" Donna asked as she took a step towards the Doctor.

"Yes, Donna?" The two were silent for a moment. Donna could tell that the Doctor knew what was coming. He was ready to hear it.

"I think it's time I went home too."

 _ **Survivor Camp, Outside Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

The camp had fallen into a much more comfortable silence since Twilight and her friends had been reunited with their families. Now, everypony was busy resting and comforting each other over cups of hot cocoa. Still, the bite of loss and pain was still crisp in the air.

Just then, Twilight noticed the human counterparts of Luna, Spike, Fluttershy, and Rarity making their way through the camp. Trapped inside a floating cage moving along with Luna was none other than Thalia. For the briefest of moments, Twilight's and Thalia's eyes met. Twilight shivered as she stared at her evil clone. Thalia then turned away as she was taken away by human Luna.

"They managed to catch Thalia at least," Spike said.

"Yeah. But she'll get out. I know where she's going. Who knows who she'll end up hurting on her way there," said Twilight.

"That reminds me, what happened to all of our clones?" Applejack asked suddenly. "They just seemed to disappear during the battle."

"Well, I kicked mine into another dimension," Rainbow Dash answered. "Awesome, right?"

"Awesomely lucky is more like it."

Rainbow Dash scowled at Applejack. "Anyway, my clone's off in some other dimension. Nothing to worry about. And Thalia's just been captured."

"That still leaves the clones of Applejack, Pinkie Pie, Fluttershy, and Rarity out there somewhere," Twilight explained.

"I'm sure we'll find them," Applejack assured.

"Hopefully before they hurt anypony," said Fluttershy.

"Princess Celestia's hidden the Elements of Harmony in a new location so they at least won't get their hooves on them," Twilight added.

At that moment, an all too familiar sound began to echo throughout the camp. _VVRROOMMPP. VVRROOMMPP. VVRROOMMPP._ Everypony watched as the TARDIS slowly materialized before them. As soon as the TARDIS had fully landed, the doors opened and the Doctor stepped out. He was followed by Derpy, Donna, Jenny, and Daring Do.

"That's where you went off to," said Applejack.

"Sorry to run off on you all. Had to make sure the old girl was alright as well," the Doctor explained.

Pinkie Pie suddenly started looking around. "I feel like we're missing a few ponies," she said.

"Matilda took off with Colgate, Clockwork, and Bright Eyes," said Derpy. "She said she'd be seeing all of us around."

Twilight rolled her eyes. "I imagine she will," she scoffed with a smirk.

Daring walked over to Rainbow Dash and winked. "But, fear not, I'll be sticking around for a little while," she said. "Might as well help you guys rebuild this town."

Rainbow Dash squeaked, "So! Awesome!"

Donna stepped forward. "Anyway…I just wanted to drop by and tell you all goodbye," she sighed.

"Wait, what?!" Pinkie gasped.

"You're leaving?" Applejack asked.

Donna nodded. "After all that's happened, I think it's time I went back home to Shaun for a while."

Pinkie approached Donna. "This isn't goodbye forever…is it?"

Donna smiled. "I certainly hope not. Just for the time being."

Pinkie then hugged Donna and Donna happily hugged her back.

"It was nice getting to know you," said Fluttershy.

"Yes. Once I'm up and about again, I'll make sure to have a new dress ready for your return," said Rarity.

"Thank you, Rarity," Donna said with a nod.

"We'll have to find something else for you to ride. You did a pretty awesome job with that robot dragon," Rainbow laughed.

Donna glared at Rainbow Dash. "No. Never again." Everypony shared one last hearty laugh.

"Are you ready, Donna?" the Doctor asked as he extended a forehoof.

Donna took the hoof and nodded. "Yeah."

Derpy suddenly stepped forward. "Can I come along?" she asked.

"Me too?" Twilight asked. "It was the three of us who brought you to Equestria. Might as well be the three of us who send you off."

"Of course, you two. Oh! That means we can show off the new interior to you, Twilight!" the Doctor exclaimed with a giddy grin.

"I thought there was something new about the TARDIS," Pinkie observed with a chin scratch.

"I'll be happy to give you all the tour once we get back," said the Doctor. He turned his attention to Jenny. "Want to come along, Jenny?"

Jenny shook her head. "Nah. I'll let this be a personal trip for the four of you," she replied before hugging Donna. "Take care, alright? Maybe you can bring Martha along next time."

Donna smiled. "Maybe. If we can find her. Doctor says she's busy investigating alien activity all over the Earth right now."

"Well, if you ever see her, tell her that Jenny says hi."

"I'll make sure to do that."

"Alright then! All aboard!" the Doctor chimed before entering the TARDIS. Derpy went in right after him.

Donna took one last look at her Equestria friends. "Well…goodbye, everypony," she said with a sigh. "Goodbye, Equestria." She then entered the TARDIS.

"Don't be too long, okay?" Spike asked as he took hold of Twilight's hoof. "We have a lot of work to do, you know."

"I know," Twilight said with a laugh. "And I promise that we'll be right back. It's just a simple dimension hop. What could happen?" Twilight hugged Spike and smiled at her friends before turning around and entering the TARDIS.

 _ **The TARDIS, Outside Ponyville, Equestria, Gaia, Winter, 1002 C.E.**_

The TARDIS doors closed immediately after Twilight passed through the threshold and she was immediately stunned by the sight before her. The console room had completely changed. It was now metallic in nature and looked more like a proper control center. The control console was a definite hexagon with different, unique controls on each panel. A cylindrical tube was situated in the very center of the console with a golden light emanating from it. Railings and other control panels bordered the platform upon which the control console was situated. The tube in the center connected to a large display of rotating rows displaying various Gallifreyan symbols. The console room was in a more definite circular shape with an extra walkway and metal supports. The second walkway was filled with chalkboards and bookcases. To top everything off, a series of orange and blue circles were spaced evenly along the wall where the second walkway circled around the room.

"I like it!" Twilight announced.

"I do too!" Derpy agreed.

"It's alright," Donna said with a shrug.

The Doctor sighed. "Can't please everybody." He then pulled a lever on the control console and the TARDIS took off.

 _ **Outside the Home of Donna Noble, London, England, Earth, Winter, 2010 A.D.**_

Donna was silent as she exited the TARDIS and came face-to-face with her large house. "You used that fortune wisely," the Doctor complimented.

"We didn't spend it all, so we've still got plenty to spare," Donna stated. Twilight and Derpy observed the house from within the TARDIS. It was a very quiet day with practically nobody out so they didn't fear anybody seeing the ponified Doctor. "It looks like Shaun's already back from our vacation." Donna held her hands together. "God, it feels like it's been years since that trip."

The Doctor smiled sadly as he and Donna faced each other. "Now don't go forgetting about me again, Donna Noble."

"I won't as long as you don't go messing with my memories again!"

"I swear that I will never do that to anyone ever again."

"Good! And you better keep that promise because I'll know if you break it."

The Doctor's already sad smile grew a bit. "I'm sure you would."

Donna pulled the Doctor in for one last hug. "Even though we went through all that mayhem, I'm glad I was able to have some more adventures with you, Doctor."

"Me as well."

The hug ended and Donna glanced at Twilight and Derpy before looking at the Doctor. "Don't let them go, Doctor. Don't ever be alone again. You've made too many new friends to make that mistake."

The Doctor nodded. "I won't. I'll be there as long as they want me to be there."

"Is that another promise?"

"I suppose so."

"Well…goodbye, Doctor."

"Goodbye, Donna Noble."

"Take care of him, Twilight! You too, Derpy!"

"We'll try our best," said Derpy.

"Definitely," Twilight agreed.

Donna waved at the three ponies one last time. The Doctor, Twilight, and Derpy waved goodbye to Donna as the TARDIS doors closed. Donna stepped back and watched as the blue box slowly faded away into the folds of reality.

"Donna?!" gasped a familiar voice. Donna turned around to see Shaun standing at the front door.

"Shaun," Donna said happily before running towards him and wrapping her arms around him. "I missed you."

"I missed you too. Longest week of my life."

"What?! It's only been a week for you?!"

"Yeah." Shaun raised an eyebrow. "What happened?"

Donna wrapped an arm around Shaun as she led him into the house. "You might want to sit down because this story is a LONG one."

 _ **The TARDIS, Time Vortex**_

Twilight and Derpy watched calmly as the Doctor worked the controls. "Are you okay, Doctor?" Twilight asked.

"Yeah! Of course, I'm fine!" the Doctor replied. He looked to see both Twilight and Derpy looking at him with raised eyebrows. "What do you want me to say? That I'm sad to say goodbye to her again?"

"As long as it's the truth," Derpy stated.

The Doctor nodded. "Yeah. Even if the parting is on good terms, it never gets any easier." He smiled at the two mares. "Anyway, let's get back to Ponyville. We've got a lot of work to do."

Suddenly, the entire TARDIS shook violently. Twilight and Derpy fell down and the Doctor held onto the console as the ship leaned at an angle. "Come on!" Twilight groaned. "What's happening _now_?!"

The TARDIS then stopped shaking as quickly as it had started, allowing the three ponies to regain their balance. The Doctor pushed a knob and the ship stabilized. The Doctor took several deep breaths. "Don't worry. Everything's under-"

Just then, the sound of screams and gun blasts began to echo from the nearby corridor. The Doctor, Twilight, and Derpy watched as two humans ran through the doorway and up the stairs onto the main platform. One was a young man with messy blond hair and the other was a young, tall woman with sandy brown hair. They came to a halt as soon as they saw the three ponies.

"Doctor?! Twilight?! Derpy?!" the man gasped.

The Doctor's eyes widened. "Alex?! Quinn?! How did you-" Just then, a fireball shot out from the doorway and missed Derpy by a few inches. A large figure which appeared to be an anthropomorphic tree came charging into the console room. On the figure's shoulders stood an anthropomorphic raccoon with a large futuristic gun in its paws. "What?" the Doctor asked.

"Hey! Any of you horses know where the hell I am?!" asked the raccoon.

"I am Groot," announced the tree.

"What?!" the Doctor asked again.

Suddenly, a sword came flying through the doorway and lodged itself in Groot's arm. Groot seemed unaffected by this. A handsome man came walking through the doorway. He was dressed like a pirate, wearing a heavy leather jacket, and had a hook instead of a left hand. The man looked at the raccoon and chuckled. "If you want to kill Captain Hook, you're going to have to try harder than that, mate."

"WHAT?!" the Doctor asked.

To be continued in the Doctor Whooves Season 2 Premiere: _The Writer_...


End file.
